Common use of Cooperation on Tax Matters Clause in Contracts

Cooperation on Tax Matters. The Buyer and the Seller shall cooperate fully in connection with the filing of Tax Returns and any audit, litigation or other Proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and the provision of records and information reasonably relevant to any such audit, litigation, or other Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer and the Seller agree (a) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning prior to the Closing Date until expiration of the statute of limitations (and, 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 to this Agreement so requests, the Buyer or the Seller, as the case may be, shall allow the other party to take possession of such books and records. The Buyer and the Seller agree, upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herein).

Cooperation on Tax Matters. The Buyer and the Seller Representative shall cooperate fully 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, including, without limitation, by providing Taxes that relate or causing to be provided pertain to the Seller any powers Company and each of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceedingits Subsidiaries. Such cooperation shall include the retention and and, upon the other party’s request, the provision of records and information reasonably relevant to any such audit, litigation, or other Proceeding Action and making employees or third parties who provided services to either party, such as accountants, available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer and the Seller Representative agree to (ai) to retain all books and records with respect to Tax matters pertinent to the Company and its Subsidiaries relating to any taxable period beginning prior to before the Closing Date until expiration of the statute of limitations (and, and to the extent notified by Buyer or Sellerthe Seller Representative, any extensions thereof) of the respective taxable periods, periods and to abide by all record retention agreements entered into with any taxing authorityGovernmental Authority, and (bii) to give the other party reasonable reasonably written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement so requests, the Buyer or the SellerSeller Representative, as the case may be, shall allow the other party to take possession of such books and records. The Buyer and the Seller agree, upon use its reasonable request, to use commercially reasonable best efforts to obtain any certificate or other document from any Governmental Body Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (imposed, including with respect to the transactions transaction contemplated herein)hereby.

Cooperation on Tax Matters. The Buyer Purchaser, the Company, and the Seller Sellers shall cooperate fully 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 proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information reasonably relevant to any such audit, litigation, or other Proceeding proceeding and making employees (other than counsel) available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer Company, Sellers, and the Seller Purchaser agree (aA) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute statue of limitations (and, to the extent notified by Buyer Purchaser or SellerSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityTaxing Authority, and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement so requests, the Buyer Company or the SellerSellers, as the case may be, shall allow the other party to take possession of such books and records. The Buyer Purchaser and the Seller Sellers further agree, upon reasonable request, to use commercially reasonable their best efforts to obtain any certificate or other document from any Governmental Body Taxing Authority or any other Person person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions transaction contemplated hereinhereby).

Cooperation on Tax Matters. The Buyer (a) Acquirer and the Seller shall cooperate fully, and Acquirer shall cause the Company to cooperate fully with Acquirer and Seller, as and to the extent reasonably requested by Acquirer or Seller, in connection with the filing of Tax Returns pursuant to this Section 9 and any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer Company and the Seller agree (ai) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Acquirer 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 (bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement so requests, the Buyer Company or the Seller, as the case may be, shall allow the other party to take possession of such books and records. The Buyer and the Seller agree, upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herein).

Cooperation on Tax Matters. The Buyer (i) Purchaser, the Company, and the Seller Stockholder Representative (on behalf of the Company Securityholders) shall cooperate fully 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 claim, inquiry, examination or other Proceeding with respect proceeding relating to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Taxes (a “Tax Return or participating in any ProceedingClaim”). Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation, or other Proceeding Tax Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer Company and the Seller Company Stockholders agree (aA) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable Tax period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or SellerPurchaser, any extensions thereof) of the respective taxable Tax periods, and to abide by all record retention agreements entered into with any taxing authorityTaxing Authority, and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement so requests, the Buyer or the Seller, as the case may be, Company Stockholders shall allow the other party to take possession of such books and records. The Buyer and Company Securityholders will provide the Seller agree, Stockholder Representative with all such relevant information upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herein).

Cooperation on Tax Matters. The Buyer Seller and the Seller Purchaser shall cooperate fully reasonably, as and to the extent requested by any other such party, in connection with the filing of Tax Returns pursuant to this Section 4.3 and any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and and, upon any such other party’s request, the provision of records and information which are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding, and the making available of employees available on a mutually convenient basis to provide additional information and explanation of any material or information provided hereunder. The Buyer Seller shall and prior to Closing Seller shall cause the Seller agree Companies to, and after the Closing Purchaser shall cause the Companies to, (ai) to retain all books and records with respect to Tax matters pertinent to the Company Companies relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified reasonably requested by Buyer Seller or SellerPurchaser, any extensions extension thereof) of for the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bii) to give the each other such party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the any such other party to this Agreement so requests, the Buyer Seller or the SellerPurchaser, as the case may be, shall allow the such other party to take possession or to make copies of such books and records. The Buyer Seller and Purchaser (for themselves and on behalf of the Seller Companies) further agree, upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herein).:

Cooperation on Tax Matters. The Buyer (i) Purchaser, the Companies and the Seller Representative shall cooperate fully fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to this Agreement and any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer and the Seller Companies agree to (aA) to retain all books and records with respect to Tax matters pertinent to the Company Companies relating to any taxable Taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Purchaser or Sellerthe Representative, any extensions thereof) of the respective taxable Taxable periods, and to abide by all record retention agreements entered into with any taxing Taxing authority, and (bB) to give the other party Representative reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement Representative so requests, the Buyer or the Seller, as the case may be, Companies shall allow the other party Representative to take possession of such books and records. The Buyer Purchaser and the Seller Representative further agree, upon reasonable request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Body governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereinhereby).

Cooperation on Tax Matters. The Buyer (a) Federal, C-CUBED, C-CUBED’s Subsidiaries and the Seller Stockholders shall cooperate fully fully, as and to the extent reasonably requested by any party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer C-CUBED, its Subsidiaries, and the Seller Stockholders agree (ai) to retain all books and records with respect to Tax matters pertinent to the Company C-CUBED and its Subsidiaries relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Federal or Sellerthe Stockholders’ Representative, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement so requests, the Buyer C-CUBED or the SellerStockholders, as the case may be, shall allow the other party to take possession of such books and records. The Buyer and the Seller agree, upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herein).

Cooperation on Tax Matters. The Buyer Transferee and the Seller Transferor shall cooperate fully fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the other party's reasonable request) the provision of records and information which are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer Transferee and the Seller Transferor agree (ax) to retain retain, and cause the Company to retain, all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Transferee or SellerTransferor, any extensions thereof) of the respective taxable periods, and to abide abide, and to cause the Company to abide, by all record retention agreements entered into with any taxing authority, and (by) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement so reasonably requests, the Buyer or the SellerTransferee and Transferor, as the case may be, shall allow allow, and Transferee shall cause the Company to allow, the other party to take possession of such books and records. The Buyer Transferee and the Seller Transferor further agree, upon reasonable request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Body governmental authority or any other Person person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereinhereby). Transferee and Transferor further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Code ss.6043 and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. The (i) Buyer and the Seller shall cooperate fully fully, as and to the extent reasonably requested by any party hereto, in connection with the preparation and filing of Tax Returns pursuant to this Section 8.08 and any audit, litigation litigation, or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information reasonably relevant to any such Tax Return preparation, audit, litigation, or other Proceeding proceeding and making employees their respective employees, outside consultants and advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer and the Seller agree agree: (aA) to retain all books and records with respect to Tax matters pertinent to the a Company relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Buyer, Seller or Sellera Company, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, Taxing Authority; and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement so requests, the Buyer Buyer, Seller or the Sellera Company, as the case may be, shall allow the other party to take possession of such books and records. The Buyer and the Seller agree, upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herein).

Cooperation on Tax Matters. The Buyer (i) Purchaser, the Company and the Seller Shareholders shall cooperate fully fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns for all periods that begin before the Closing and any audit, litigation or other Action or Proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation, litigation or other Action or Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer Purchaser, the Company and the Seller Shareholders agree (aA) to retain all books Books and records Records with respect to Tax matters pertinent to the Company relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Purchaser or SellerShareholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books Books and records Records and, if the other party to this Agreement so requests, Purchaser, the Buyer Company or the SellerShareholders, as the case may be, shall allow the other party to take possession of such books Books and records. The Buyer and the Seller agree, upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herein)Records.

Cooperation on Tax Matters. The Buyer ASI, Holdings, the Shareholders, and the Seller shall Shareholders' Agent will cooperate fully fully, as and to the extent reasonably requested by the other parties, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall will include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderunder this Subsection. The Buyer ASI and the Seller agree Shareholders agree: (ai) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer ASI or Sellerthe Shareholders' Agent, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bii) to give the other party parties reasonable written notice prior to the transferring, destroying or discarding of any such books and records records, and, if any of the other party parties so request, to this Agreement so requests, the Buyer or the Seller, as the case may be, shall allow the such other party parties to take possession of such books and records. The Buyer ASI, the Shareholders, and the Seller Shareholders' Agent further agree, upon reasonable request, to use commercially reasonable their best efforts to obtain any certificate or other document from any Governmental Body governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (imposed, including without limitation, with respect to the transactions contemplated herein)by this Agreement.

Cooperation on Tax Matters. The Buyer Buyer, on the one hand, and Sellers, on the Seller other hand, shall cooperate fully fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to this Agreement and any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer and the Seller Sellers agree (aA) to retain all books and records with respect to Tax matters pertinent to each of the Company and its Subsidiaries relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or SellerBuyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing Taxing authority, (B) to deliver or make available to Buyer, within sixty (60) days after the Closing Date, copies of all such books and records, and (bC) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement Party so requests, Buyer, on the Buyer or one hand, and Sellers, on the Sellerother hand, as the case may be, shall allow the other party Party to take possession of such books and recordsrecords at such other Party’s expense. The Buyer and the Seller Sellers further agree, upon reasonable request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Body Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, with respect to the transactions contemplated hereinhereby).

Cooperation on Tax Matters. The (i) Buyer and the Seller shall cooperate fully (and cause the Company to cooperate) fully, and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns tax returns pursuant to this Agreement and any audit, litigation or other Proceeding proceeding with respect to Taxesthis Agreement and any audit, including, without limitation, by providing litigation or causing other proceeding with respect to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceedingtaxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer and the Seller agree (aA) to retain all books and records with respect to Tax tax matters pertinent to the Company relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, 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 (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement so requests, the Buyer Company or the SellerBuyer, as the case may be, shall allow the other party to take possession of such books and records. The Buyer and the Seller agree, upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herein).

Cooperation on Tax Matters. The Buyer Acquiror, the Company, the Stockholders’ Agent, and the Seller Company Stockholders shall cooperate fully fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement and any auditaction, litigation suit, demand or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such auditaction, litigationsuit, demand or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer Acquiror, the Company, the Stockholders’ Agent, and the Seller Company Stockholders agree (a) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable Taxable period beginning prior to before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by Buyer or SellerAcquiror, 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 to this Agreement so requests, the Buyer or the Seller, as the case may be, shall allow the other party to take possession of such books and recordsGovernmental Entity. The Buyer Acquiror and the Seller Stockholders’ Agent further agree, upon reasonable request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Body governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereinhereby).

Cooperation on Tax Matters. (i) The Buyer Purchasers, the Company and the each Seller shall cooperate fully and make commercially reasonable efforts, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns for all periods that begin before the Closing and any audit, litigation or other Action or Proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation, litigation or other Action or Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer and Each Purchaser shall cause the Seller agree Company to (aA) to retain all books Books and records Records with respect to Tax matters pertinent to the Company relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer the Purchasers or any Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bB) to give the other party Sellers reasonable written notice prior to transferring, destroying or discarding any such books Books and records Records and, if the other party to this Agreement Sellers so requestsrequest, the Buyer or Company and each of the SellerPurchasers, as the case may be, shall allow the other party Sellers to take possession of such books Books and records. The Buyer and the Seller agree, upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herein)Records.

Cooperation on Tax Matters. The Buyer Each of the Buyer, the Company and the Seller Shareholder shall cooperate fully fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns tax returns pursuant to this Section 4.4 and in connection with any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceedingtaxes. Such cooperation shall include the retention and (upon the request of any other party) the provision of records and information which are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer Shareholder and the Seller Buyer agree (ai) to retain all books and records with respect to Tax tax matters pertinent to the Company relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Sellerthe Company, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bii) to give the other party and the Company reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement Buyer or the Company so requests, the Buyer or the Seller, as the case may be, Shareholder shall allow the other party Buyer to take possession of such books and recordsrecords in its control. The Buyer and the Seller agreeShareholder further agree to use their reasonable best efforts to obtain, upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body governmental authority or any other Person person or entity as may be necessary to mitigate, reduce or eliminate any Tax tax that could be imposed (including including, without limitation, with respect to the transactions contemplated hereinhereby).

Cooperation on Tax Matters. The Buyer Purchaser, the Company and the Seller shall cooperate fully fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to Section 6.1 and any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer and the Seller agree shall (a) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or SellerPurchaser, 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 Purchaser written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement Purchaser so requests, the Buyer or the Seller, as the case may be, Seller shall allow the other party Purchaser to take possession of such books and records. The Buyer Purchaser and the Seller Xxxxxx further agree, upon reasonable request, to use commercially reasonable efforts cooperate in good faith to obtain mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and Seller agree to cooperate in good faith in obtaining any certificate or other document from any Governmental Body Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to by the transactions contemplated herein)hereby.

Cooperation on Tax Matters. The Buyer Buyer, Sparton, and the Seller each KPI Subsidiary shall cooperate fully fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 9.7 and any audit, litigation litigation, or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation, or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer Buyer, Sparton, and the Seller KPI Subsidiaries agree (ai) to retain all books and records with respect to Tax matters and pertinent to the Company KPI Subsidiaries relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or SellerSparton, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bii) to give the other party reasonable written notice prior to transferring, destroying destroying, or discarding any such books and records and, if the other party to this Agreement so requests, the Buyer KPI Subsidiaries or the SellerSparton, as the case may be, shall allow the other party to take possession of such books and records. The Buyer and the Seller Sparton further agree, upon reasonable request, to use commercially reasonable their best efforts to obtain any certificate or other document from any Governmental Body governmental authority or any other Person person as may be necessary to mitigate, reduce reduce, or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereinhereby).

Cooperation on Tax Matters. (a) The Buyer Buyer, the Company and the Seller Representative shall cooperate fully to the extent reasonably requested by the other Party, in connection with the preparation, filing and execution of the Company’s and Seller’s Tax Returns and any audit, litigation investigation, litigation, Claim or other Proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Taxes (“Tax Return or participating in any Proceeding”). Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation, filing of Tax Returns or other any such Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder (in a manner that does not unreasonably disrupt the other Party’s personnel and operations and which may require execution of confidentiality agreements or access letters). The Buyer and its Affiliates (in a manner that does not unreasonably disrupt the Company’s personnel and operations and which may require execution of confidentiality agreements or access letters) shall provide the Representative or its designated representatives with such financial information or other documents as are reasonably requested by the Representative as necessary or desirable in connection with the preparation and filing of any Tax Returns of the Seller agree (a) to retain all books and records with respect to Tax matters pertinent to the Company relating related to any taxable period beginning prior to Pre-Closing Tax Period (or any portion thereof). The Party making the Closing Date until expiration of request for cooperation shall reimburse the statute of limitations (and, to other Party for any out-of-pocket expenses associated with the extent notified cooperation contemplated 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 this Section 8.4. (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 to this Agreement so requests, the Buyer or the Seller, as the case may be, shall allow the other party to take possession of such books and records. The Buyer and the Seller Representative further agree, upon reasonable request, and at the sole expense of the requestor, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Body Entity or any other Person or to take such other commercially reasonable action as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed on any Party (including including, but not limited to, with respect to the transactions contemplated hereinhereby).. 8.5

Cooperation on Tax Matters. The Buyer (i) Buyer, the Target and the Seller its Subsidiaries and Sellers shall cooperate fully fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer Target and the Seller its Subsidiaries and Sellers agree (aA) to retain all books and records with respect to Tax matters pertinent to the Company Target and its Subsidiaries relating to any taxable period beginning prior to before the Closing Effective Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or SellerSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement so requests, the Buyer Target and its Subsidiaries or the SellerSellers, as the case may be, shall allow the other party to take possession of such books and records. The Buyer and the Seller agree, upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herein).

Cooperation on Tax Matters. The Buyer and the Seller shall cooperate fully fully, as and to the extent reasonably requested by the other Party, in connection with the preparation and filing of any Tax Returns Return and any auditTax Proceeding, litigation or other Proceeding to the extent that Seller may have any liability hereunder with respect to such Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any such Tax Return, audit, litigation, litigation or other Proceeding proceeding or any tax planning and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder or otherwise provide services to Buyer, Seller or any of their affiliates relating to the preparation of any Tax Returns. The Each of Buyer and the Seller agree (a) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning prior to the Closing Date until expiration further agrees upon request of the statute of limitations (and, 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 to this Agreement so requests, the Buyer or the Seller, as the case may be, shall allow the other party to take possession of such books and records. The Buyer and the Seller agree, upon reasonable request, to use its commercially reasonable efforts to obtain any certificate or other document from any Governmental Body Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including any Transfer Taxes). Seller agrees (i) to retain all books and records with respect to Tax matters pertinent to the transactions contemplated herein)Target Companies in Seller’s possession, and to abide by all record retention agreements entered into with any Governmental Authority having or purporting to have jurisdiction with respect to any Tax and (ii) to give Buyer reasonable Written notice prior to destroying or discarding any such books and records and, if the other Party so requests, Seller shall allow Buyer to take possession of such books and records.

Cooperation on Tax Matters. The Buyer (i) Buyer, Targets and the Seller Sellers shall cooperate fully fully, as and to the extent reasonably requested by another Party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other Proceeding proceeding (a “Contest”) with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon another Party’s request) the provision of records and information that are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer and If, subsequent to the Seller agree Closing, Buyer, Targets or any of their Affiliates (aincluding the Target’s Subsidiaries) to retain all books and records receive notice of a Contest with respect to any Pre-Closing Tax matters pertinent Period with respect to the Company relating which Sellers may be required to any taxable period beginning prior to the Closing Date until expiration provide indemnification under this Agreement, then within ten (10) Business Days after receipt of the statute of limitations (and, 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 to this Agreement so requestsnotice, the Buyer or shall notify the Seller, as the case may be, shall allow the other party to take possession Sellers’ Agent of such books and recordsnotice. The Buyer and the Seller agreeSellers agree that any settlement or other negotiated payment, upon reasonable requestor any portion thereof, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect made to the transactions contemplated herein).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

Cooperation on Tax Matters. The Buyer (i) Buyer, the Company and the Seller its Subsidiaries and Sellers shall cooperate fully fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer Company and the Seller its Subsidiaries and Sellers agree (aA) to retain all books and records with respect to Tax matters pertinent to the Company and its Subsidiaries relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or SellerSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement so requests, the Buyer Company and its Subsidiaries or the SellerSellers, as the case may be, shall allow the other party to take possession of such books and records. The Buyer and the Seller agree, upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herein).

Cooperation on Tax Matters. The Buyer (i) Buyer, the Company, its Subsidiaries, the Shareholders, HIG Cayman and the Seller Optionholders shall cooperate fully fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon any other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer Company, its Subsidiaries, the Shareholders, HIG Cayman and the Seller Optionholders agree (aA) to retain all books and records with respect to Tax matters pertinent to the Company and its Subsidiaries relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Sellerthe Company, any extensions thereof) of the respective taxable periods), and to abide by all record retention agreements entered into with any taxing authority, and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement so requests, the Buyer Company and its Subsidiaries or the SellerCompany, as the case may be, shall allow the other party to take possession of such books and records. The Buyer and the Seller agree, upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herein).

Cooperation on Tax Matters. (i) The Buyer and the Seller Representative shall cooperate fully fully, as and to the extent reasonably requested by any party hereto, in connection with the preparation and filing of Tax Returns pursuant to this Section 8.05 and any audit, litigation litigation, examination or other Proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Taxes (a “Tax Return or participating in any ProceedingContest”). Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information reasonably relevant to any such tax return preparation, audit, litigation, or other Proceeding proceeding and making employees their respective employees, outside consultants and advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer and the Seller agree Representative agree: (aA) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer the Buyer, the Seller Representative or Sellerthe Company, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, Taxing Authority; and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement so requests, the Buyer Buyer, the Seller Representative or the SellerCompany, as the case may be, shall allow the other party to take possession of such books and records. The Buyer and the Seller agree, upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herein).

Cooperation on Tax Matters. The Buyer Acquiror, the Company, the Indemnifying Holders’ Agent, and the Seller Company Stockholders shall cooperate fully fully, as and to the extent reasonably requested, in connection with the filing of Tax Returns pursuant to this Agreement and any auditaction, litigation suit, demand or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such auditaction, litigationsuit, demand or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer Acquiror, the Company, the Indemnifying Holders’ Agent, and the Seller Company Stockholders agree (a) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable Taxable period beginning prior to before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by Buyer or SellerAcquiror, any extensions thereof) of the respective taxable periods), and to abide by all record retention agreements entered into with any taxing governmental 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 to this Agreement so requests, the Buyer or the Seller, as the case may be, shall allow the other party to take possession of such books and records. The Buyer Acquiror and the Seller Indemnifying Holders’ Agent further agree, upon reasonable request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Body governmental authority or any other Person person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereinhereby).

Cooperation on Tax Matters. The Buyer PRGI and the Seller Owner shall cooperate fully fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section, including the preparation and execution of Tax Returns, and any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees Owner (or the Representative of Owner) available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer PRGI, Owner and the Seller agree (aA) to retain all books and records with respect to Tax matters pertinent to the Company Seller and relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer PRGI or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records andrecords, and if the other party to this Agreement so requests, the Buyer or the Seller, as the case may be, Seller shall allow the other party to take possession of such books and records. The Buyer PRGI and the Seller further agree, upon reasonable request, to use commercially reasonable their best efforts to obtain any certificate or other document from any Governmental Body governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereinhereby).

Cooperation on Tax Matters. (a) The Buyer and the Seller Company, on one hand, and the Seller, on the other hand, shall cooperate fully cooperate, as and to the extent reasonably requested by any of the other Parties, in connection with the filing of Tax Returns pursuant to this Section 9 and any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon another party's request) the provision of records and information that is reasonably relevant to filing of Tax Returns and any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer and the Seller agree (ai) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Buyer or the Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authoritytax Authority, and (bii) to give the other party parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other another party to this Agreement so requests, the Buyer Company or the Seller, as the case may be, shall allow the other party to take possession of such books and records. The Buyer and the Seller agree, upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herein).

Cooperation on Tax Matters. The Buyer (a) Except as otherwise agreed to by Parties, the Purchaser, the Target Companies and the Seller shall cooperate fully fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to Section 9.1 and any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the other Party’s request) the provision of copy of records and information that are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer Purchaser and Seller each shall cause the Seller agree Target Companies: (ai) to retain all books and records (including Tax Returns, CFDIs, tax invoices and agreements) with respect to Tax matters pertinent to the Company Target Companies and their subsidiaries relating to any taxable period beginning prior to before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by Buyer 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 (bii) to give the other party Purchaser and Seller reasonable written notice prior to transferring, destroying or discarding any such books and records (including Tax Returns, CFDIs, tax invoices and agreements) and, if to the other party to this Agreement so requests, the Buyer extent requested by Purchaser or the Seller, as the case may be, shall to allow the other any such requesting party to take possession of such books and records. The Buyer and the Seller agree, upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herein).

Cooperation on Tax Matters. The Buyer, the Members and Merit shall (and after the Closing, Buyer shall cause the Company to) cooperate fully, as and to the Seller shall cooperate fully extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 12, the making of any election relating to Taxes and any audit, litigation or other Proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any ProceedingContest. Such cooperation shall include the retention and (upon any other party’s reasonable request) the provision of records and information which are reasonably relevant to any such auditTax Return, litigation, election or other Proceeding Tax Contest and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Members and Merit agree, and following the Closing, Buyer agrees to cause the Company and the Seller agree Holdco (a) to retain all books and records with respect to Tax matters pertinent to the Company and Holdco relating to any taxable Taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Buyer, the Members or SellerMerit, any extensions thereof) of the respective taxable Taxable periods, and to abide by all record retention agreements entered into with any taxing Taxing authority, and (b) to give the any other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement so requests, Buyer, the Buyer Members or the SellerMerit, as the case may be, shall allow the other requesting party to take possession of such books and recordsrecords at such requesting party’s expense. The Buyer Buyer, the Members and the Seller Merit further agree, upon reasonable request, to use commercially their reasonable best efforts to obtain any certificate or other document from any Governmental Body Authority or any other Person person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereinby this Agreement).

Cooperation on Tax Matters. The Buyer (i) Buyer, the Target and the Seller its Subsidiaries and Sellers shall cooperate fully fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer and the Seller Sellers agree (aA) to retain all books and records with respect to Tax matters pertinent to the Company Target and its Subsidiaries relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or SellerSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement so requests, the Buyer or the SellerSellers, as the case may be, shall allow the other party to take possession of such books and records. The Final S corporation tax returns for Sellers shall be prepared by a CPA firm as selected by Sellers. Buyer and Seller shall have the Seller agree, upon reasonable request, opportunity to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herein)review such returns before filing.

Cooperation on Tax Matters. The Buyer (a) Purchaser, the Company and the Seller Sellers shall cooperate fully fully, as and to the extent reasonably requested by any of them, in connection with the filing of Tax Returns and any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the requesting Party’s request) the provision of records and information that are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees (including in the case of the Seller’s, employees of Server Central) available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer Purchaser, the Company and the Seller Sellers agree (ai) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Purchaser or either Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, authority and (bii) to give the other party of such Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement another of such Parties so requests, the Buyer Company or the SellerSellers, as the case may be, shall allow the other party such Party to take possession of such books and records. The Buyer and the Seller agree, upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herein).

Cooperation on Tax Matters. The Buyer and the Seller Sellers shall cooperate fully 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 proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller including any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any ProceedingClaim. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder or to testify at any proceeding. The Sellers and Buyer agree, and Buyer agrees to cause the Seller agree Companies, (ai) to retain all books and records with respect to Tax matters pertinent relating to the Company relating to Companies for any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or SellerSellers, any extensions thereof) of for the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement so requests, Sellers and Buyer shall, and Buyer shall cause the Buyer or the SellerCompanies to, as the case may be, shall allow the other party to take possession of such books and records. The Buyer and the Seller Sellers further agree, upon reasonable request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Body Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereinby this Agreement).

Cooperation on Tax Matters. The Buyer Each party hereto will cooperate fully, as and to the Seller shall cooperate fully extent reasonably requested by any other party hereto in connection with the preparation, filing and execution of Tax Returns and any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller Taxes (including any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any ProceedingClaim). Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder or to testify at any such proceeding. The Buyer Seller and the Seller Buyer agree (ai) to retain all books and records in their possession on the Closing Date with respect to Tax matters pertinent to the Company or any of its Subsidiaries relating to any taxable period Tax Period beginning prior to before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periodsTax Periods, and to abide by all record retention agreements entered into with any taxing Tax authority, and (bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement so requests, the Buyer Seller or the SellerBuyer, as the case may be, shall allow the other party to take possession of such books and records. The Buyer and the Seller further agree, upon reasonable request, to use commercially their reasonable best efforts to obtain any certificate or other document from any Governmental Body Tax authority or any other Person or take any other action as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed on any party (including with respect to the transactions contemplated hereinby this Agreement).

Cooperation on Tax Matters. The (i) Seller, the Company and Buyer and the Seller shall cooperate fully fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 7.1 and any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include signing any Tax Return, amended Tax Returns, claims or other documents necessary to settle any Tax controversy, the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer and the Seller agree (a) Xxxxx agrees to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, 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 relevant taxing authority, authority and (b) 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 to this Agreement so requests, the Buyer or the Seller, as the case may be, shall allow the other party to take possession of such books and records. The Buyer Seller and its designated agents shall have reasonable access to and the Seller agree, upon reasonable request, to use commercially reasonable efforts right to obtain copies, at its sole cost, of all such records reasonably necessary for the preparation of any certificate return or other document from for the defense of any Governmental Body tax related matters, including but not limited to audits 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 herein)reviews.

Cooperation on Tax Matters. The Buyer Each of the Buyer, the Company and the Seller Shareholders shall cooperate fully fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns tax returns pursuant to this Section 4.12 and in connection with any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceedingtaxes. Such cooperation shall include the retention and (upon the request of any other party) the provision of records and information which are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer and the Seller Shareholders agree (ai) to retain all books and records with respect to Tax tax matters pertinent to the Company relating to any taxable period beginning prior to before the Final Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Buyer or Sellerthe Company, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bii) to give the other party Buyer and the Company reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement Buyer or Company so requests, the Buyer or the Seller, as the case may be, Shareholders shall allow the other party Buyer to take possession of such books and records. The Buyer and the Seller agreeShareholders further agree to use their reasonable best efforts to obtain, upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body governmental authority or any other Person person or entity as may be necessary to mitigate, reduce or eliminate any Tax tax that could be imposed (including including, without limitation, with respect to the transactions contemplated hereinhereby).

Cooperation on Tax Matters. The Buyer Purchaser and the Seller shall Members’ Representative will cooperate fully fully, as and to the extent reasonably requested by another party, in connection with the filing of (i) any Tax Returns and Return or amended Tax Return with respect to any taxable period beginning before the Closing Date, (ii) audit, or (iii) litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall will include the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to any such Tax Return, audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer Purchaser, the Company and the Seller agree Members’ Representative will (ai) to retain all books and records with respect to Tax matters pertinent to the Company and its Subsidiaries relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Purchaser or Sellerthe Company, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bii) to give the other party parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the any other party to this Agreement so requests, the Buyer or the Seller, as the case may be, shall Purchaser will allow the other party parties to take possession of such books and records. The Buyer Purchaser and the Seller Members’ Representative further agree, upon reasonable request, to use commercially their reasonable best efforts to obtain any certificate or other document from any Governmental Body Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax of the Company, its Subsidiaries or Purchaser that could be imposed (including with respect to the transactions contemplated hereinby this Agreement).

Cooperation on Tax Matters. The Buyer Buyer, as and to the Seller extent reasonably requested by Seller, and Seller, as and to the extent reasonably requested by Buyer, shall, and shall cause the Company to, cooperate fully in connection with the filing of Tax Returns and any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller including any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any ProceedingClaim. Such cooperation shall include the retention and (upon the request of Buyer or Seller, as applicable) the provision of records and information that are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder or to testify at any proceeding. The Seller and Buyer agree, and Buyer agrees to cause the Seller agree Company (ai) to retain all books and records with respect to Tax matters pertinent relating to the Company relating to for any taxable period Tax Period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of for the respective taxable periodsTax Period, and to abide by all record retention agreements entered into with any taxing authorityTax Authority, and (bii) to give the other party Buyer or Seller, as applicable, reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement Buyer or Seller so requests, Seller and Buyer shall, and Buyer shall cause the Company to, allow Buyer or the Seller, as the case may be, shall allow the other party to take possession of such books and records. The Buyer and the Seller further agree, upon reasonable request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Body Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereinby this Agreement).

Cooperation on Tax Matters. The Buyer (i) Buyer, the Designated Stockholders and the Seller Stockholder Representative shall cooperate fully fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement and any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer and the Seller agree Designated Stockholders shall, (aA) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable Taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Sellerthe Stockholder Representative, any extensions thereof) of the respective taxable Taxable periods, and to abide by all record retention agreements entered into with any taxing Taxing authority, and (bB) to give the other party Buyer reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement Buyer so requests, the Buyer or the Seller, as the case may be, Designated Stockholders shall allow the other party Buyer to take possession of such books and records. The Buyer and the Seller Designated Stockholders further agree, upon reasonable request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereinTransactions).

Cooperation on Tax Matters. (i) The Buyer Buyer, the Target and the Seller shall cooperate fully fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns tax returns pursuant to this section and any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the other Party's request) the provision of records and information which are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer Buyer, Target and the Seller agree (aA) to retain all books and records with respect to Tax matters pertinent to the Company Target relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Buyer or the Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityAuthority, and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement so requests, the Target, Buyer or the Seller, as the case may be, shall allow the other party to take possession of such books and records. The Buyer and the Seller agree, upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herein).

Cooperation on Tax Matters. The Buyer Purchaser, the Sellers, and the Seller Company and its Subsidiaries shall cooperate fully fully, as and to the extent reasonably requested by the other Person, in connection with the filing of Tax Returns pursuant to this Section 7.13 and any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderunder this Agreement. The Buyer Purchaser agrees to cause the Company and the Seller agree its Subsidiaries (ai) to retain all books and records with respect to Tax matters pertinent to the Company and its Subsidiaries relating to any taxable Taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or SellerPurchaser, any extensions thereof) of the respective taxable Taxable periods, and to abide by all record retention agreements entered into with any taxing authority, authority and (bii) to give the other party Sellers reasonable written notice prior to transferring, destroying or discarding any such books and records and, if in the other party to this Agreement event a Seller so requests, the Buyer or the Seller, as the case may be, Purchaser shall allow the other party such Seller to take possession of such books and records. The Buyer Purchaser and the Seller Sellers agree, upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body Entity or any other Person as may be necessary or appropriate to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereinby this Agreement).

Cooperation on Tax Matters. The Buyer Purchaser and the Seller Representative shall cooperate fully as and to the extent reasonably requested by any of the other above-named parties, in connection with the filing of Tax Returns pursuant to this Article XII and any audit, litigation or other Proceeding proceeding with respect to any Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon request of any of the above-named parties) the provision of records and information which are reasonably relevant to any such Tax, Tax Return, audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer Purchaser agrees to cause Holdings and the Seller agree (a) Company to retain all books and records with respect to Tax matters pertinent to Holdings or the Company relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller, including any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, Taxing Authority and (b) to give the other party Seller Representative reasonable written notice prior to transferring, destroying or discarding any such books and records records, and, if the other party to this Agreement Seller Representative so requests, the Buyer Company or the SellerHoldings, as the case may be, shall allow the other party Seller Representative to take possession of such books and records. The Buyer and the Seller agree, upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herein).

Cooperation on Tax Matters. The Buyer Transferee and the Seller Transferor shall cooperate fully fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the other party's reasonable request) the provision of records and information which are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer Transferee and the Seller Transferor agree (ax) to retain retain, and cause the Company to retain, all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Transferee or SellerTransferor, any extensions thereof) of the respective taxable periods, and to abide abide, and to cause the Company to abide, by all record retention agreements entered into with any taxing authority, and (by) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement so reasonably requests, the Buyer or the SellerTransferee and Transferor, as the case may be, shall allow allow, and Transferee shall cause the Company to allow, the other party to take possession of such books and records. The Buyer Transferee and the Seller Transferor further agree, upon reasonable request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Body governmental authority or any other Person person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereinhereby). Transferee and Transferor 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 and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. The Buyer (i) Buyer, the Company and its Subsidiaries, the Sellers and the Seller Representative shall at their own cost cooperate fully fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer and the Seller Sellers agree (aA) to retain all books and records with respect to Tax matters pertinent to the Company or any of its Subsidiaries relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Buyer or Sellerthe Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement so requests, the Buyer or the SellerSellers, as the case may be, shall allow the other party to take possession of such books and records. The Buyer and the Seller agree, upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herein).

Cooperation on Tax Matters. (a) The Buyer and the Seller Sellers shall cooperate fully fully, as and to the extent reasonably requested by Buyer in connection with the filing of Tax Returns and any audit, litigation or other Proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include without limitation, the retention and (upon Buyer's request) the provision of records and information which are reasonably relevant to any such audit, litigation, litigation or other Proceeding Proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer and the Seller Sellers agree to (aA) to retain all books and records records, not already in ICS's or Buyer's possession, with respect to Tax matters pertinent to the Company ICS relating to any taxable period beginning prior to before the Closing Effective Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Sellerthe Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bB) to give the other party Buyer reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement Buyer so requests, the Buyer ICS or the SellerSellers, as the case may be, shall allow the other party Buyer to take possession of such books and records. The Buyer (b) ICS, and the Seller agreeSellers shall prior to the Effective Date, upon reasonable Buyer's request, to use commercially reasonable commercial efforts to obtain any certificate certificates or other document documents from any Governmental Body Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including imposed, including, but not limited to, with respect to the transactions contemplated herein).by this Agreement. 6.07

Cooperation on Tax Matters. (a) The Buyer Buyer, the Company and the Seller Stockholder Representative (at no expense to the Stockholder Representative) shall cooperate fully fully, as and to the extent reasonably requested by the other Parties, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the other Parties’ request) the provision of records and information that are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer and the Seller agree Stockholder Representative agrees (ai) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Buyer or Sellerthe Stockholder Representative, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bii) to give the other party Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement Parties so requestsrequest, the Buyer Company or the SellerStockholder Representative, as the case may be, shall allow the other party Parties to take possession of such books and records. The Buyer and the Seller agree, upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herein).

Cooperation on Tax Matters. The Buyer (a) Buyer, G-Soft and its Subsidiaries and the Seller Sellers shall cooperate fully fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns after Closing and any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer G-Soft and its Subsidiaries and the Seller Sellers agree (aA) to retain all books and records with respect to Tax matters pertinent to the Company G-Soft and its Subsidiaries relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or SellerSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement so requests, the Buyer G-Soft and its Subsidiaries or the SellerSellers, as the case may be, shall allow the other party to take possession of such books and records. The Buyer and the Seller agree, upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herein).

Cooperation on Tax Matters. The Buyer Buyer, SGM and the Seller Sellers shall cooperate fully fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to this Section 8 and any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing Taxes relating to be provided a period of time prior to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any ProceedingClosing Date. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer and the Seller agree SGM agrees (aA) to retain all books and records with respect to Tax matters pertinent to the Company SGM relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or SellerSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bB) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement Party so requests, the Buyer SGM or the SellerSellers, as the case may be, shall allow the other party Party to take possession of such books and records. The Buyer and the Seller Sellers further agree, upon reasonable request, to use commercially reasonable their best efforts to obtain any certificate or other document from any Governmental Body Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereinhereby).

Cooperation on Tax Matters. The Seller and Buyer and the Seller shall cooperate fully reasonably, as and to the extent requested by either Party, in connection with the filing of Tax Returns contemplated in this Article 7 and any audit, litigation or other Proceeding (including any Tax Claim) with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and and, upon the other Party’s request, the provision of records and information reasonably relevant to any such audit, litigation, or other Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderunder this Section 7.5. The Seller and Buyer shall, and following the Seller agree Closing, Buyer shall cause each Subsidiary to, (ai) to retain all books and records with respect to Tax matters pertinent to the Company Seller and each Subsidiary relating to any taxable period beginning prior to before the Closing Date until expiration of the statute of limitations (and, 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 authorityTaxing Authority, and (bii) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement Party so requests, the Buyer or the Seller, as the case may be, notifying Party shall allow the other party requesting Party to take possession of such books and records. The Buyer and the Seller Parties further agree, upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body 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 hereinContemplated Transactions).

Cooperation on Tax Matters. The Buyer Sellers shall, and shall cause each of applicable member of the Company Group to, and the Seller shall Purchaser Parent shall, cooperate fully fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 7.11 and any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided (or made available) hereunder. The Buyer and the Seller Sellers agree (ai) to retain all books and records with respect to Tax matters pertinent to any member of the Company Group relating to any taxable Taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Sellerthe Purchaser Parent, any extensions thereof) of the respective taxable Taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bii) to give the other party Purchaser Parent reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement Purchaser Parent so requests, the Buyer or the Seller, as the case may be, Seller Parent shall allow the other party Purchaser Parent to take possession of such books and records. The Buyer Purchaser and the Seller Parent agree, upon reasonable request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Body Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereinhereby).

Cooperation on Tax Matters. The Buyer and the Seller shall cooperate fully cooperate, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement and any auditAudit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation, litigation or other Proceeding and proceeding, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and timely notification of receipt of any notice of an Audit or notice of deficiency relating to any Tax or Tax Return with respect to which the non-recipient may have liability hereunder. The From and after the Closing, Buyer shall cause the Company and the Seller agree Company Subsidiaries to (ai) to retain all books and records with respect to Tax matters pertinent to each of the Company and the Company Subsidiaries relating to any taxable Taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable Taxable periods, and to abide by all record retention agreements entered into with any taxing Taxing authority, and (bii) to give the other party Seller reasonable written notice prior to transferring, destroying or discarding any such books and records andrecords, if the other party and (iii) make available to this Agreement so requests, the Buyer or the Seller, as the case may be, shall allow the other party to take possession of such Seller all books and recordsrecords as requested for use in any audit. The Buyer and the Seller further agree, upon reasonable request, to use commercially their reasonable best efforts to obtain any certificate or other document from any Governmental Body governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereinhereby).

Cooperation on Tax Matters. The Buyer and the Seller shall Stockholders will cooperate fully fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns returns pursuant to this Section and any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall will include the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to any such audit, litigation, or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderunder this Agreement. The Buyer will cause the Companies, and the Seller agree Stockholders will: (ai) to retain all books and records with respect to Tax matters pertinent to the Company Companies relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Sellerthe Stockholders, any extensions thereofextensions) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, ; and (bii) to give the other party reasonable written notice prior to before transferring, destroying or discarding any such books and records and, if the other party to this Agreement so requests, the Buyer or the SellerStockholders, as the case may be, shall will allow the other party to take possession of such books and records. The Buyer and the Seller agreeStockholders will, upon reasonable request, to use their commercially reasonable best efforts to obtain any certificate or other document from any Governmental Body Agency or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereinby this Agreement).

Cooperation on Tax Matters. (i) The Buyer Buyer, the Targets and their respective Subsidiaries, if any, and the Seller shall cooperate fully fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer Targets and their respective Subsidiaries, if any, and the Seller agree (aA) to retain all books and records with respect to Tax matters pertinent to the Company Targets and their respective Subsidiaries, if any, relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Buyer or the Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement so requests, the Buyer Targets and their respective Subsidiaries, if any, or the Seller, as the case may be, shall allow the other party to take possession of such books and records. The Buyer and the Seller agree, upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herein).

Cooperation on Tax Matters. (i) The Buyer Purchaser, the Company, and each of the Seller Sellers shall cooperate fully fully, as and to the extent reasonably requested by other party, in connection with the filing of Tax Returns tax returns pursuant to this Section 5.11 and any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceedingtaxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer Purchaser, the Company and each of the Seller Sellers agree (ax) to retain all books and records with respect to Tax tax matters pertinent to the Company relating to any taxable period beginning prior to before the Closing Effective Date until the expiration of the statute of limitations (and, to the extent notified by Buyer the Purchaser or Sellerthe Sellers' Agent, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (by) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement so requests, the Buyer Purchaser or the SellerSellers, as the case may be, shall allow the other party to take possession of such books and records. The Buyer and the Seller agree, upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herein).

Cooperation on Tax Matters. The Buyer and Seller shall, and shall cause their respective Affiliates to, cooperate fully, as and to the Seller shall cooperate fully extent reasonably requested by the other party, in connection with the filing of Tax Returns with respect to Western Drilling and any audit, litigation or other Proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the request of the other party) the provision of records and information that are reasonably relevant to any such Tax Returns or audit, litigation, litigation or other Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer and the Seller agree agree, and Buyer shall cause its Affiliates, (aA) to retain all books and records with respect to Tax matters pertinent to the Company relating to Western Drilling for any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, 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 authorityTaxing Authority, and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement so requests, the Buyer or the SellerSeller shall, as the case may beand Buyer shall cause its Affiliates to, shall allow the other such party to take possession of such books and records. The Buyer and the Seller further agree, upon reasonable request, to use commercially reasonable efforts use, and cause their respective Affiliates to use, their respective Commercially Reasonable Efforts to obtain any certificate or other document from any Governmental Body Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to any of the transactions contemplated hereinby this Agreement).

Cooperation on Tax Matters. The Subject to Section 6.4(a), Buyer and the Seller shall cooperate fully fully, as and to the extent reasonably requested by any party hereto, in connection with (i) the filing of Tax Returns and pursuant to this Section 6.4, (ii) any audit, litigation or other Proceeding with respect to Taxes, including, without limitation, by providing or causing Tax Returns required to be provided to filed in connection with the Seller Contemplated Transactions, and (iii) any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any ProceedingContests. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation, Tax Return or other Proceeding Tax Contest and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer and the Seller agree (aA) to retain all books and records with respect to Tax matters pertinent to any Newspaper Sub, any Transferred Asset or the Company Business relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, 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 authorityTaxing Authority, and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement so requests, the Buyer or the Seller, as the case may be, shall allow the other party to take possession of such books and records. The Buyer and the Seller agree, upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herein).

Cooperation on Tax Matters. The Buyer and the Seller Shareholder shall cooperate fully 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 proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller including any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any ProceedingClaim. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder or to testify at any proceeding. The Buyer Shareholder and the Seller agree (a) Buyer agree, and the Buyer agrees to cause the Company and its Subsidiaries, to retain all books and records with respect to Tax matters pertinent relating to the Company relating to and its Subsidiaries for any taxable Taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Buyer or Sellerthe Shareholder, any extensions thereof) of for the respective taxable Taxable periods, and to abide by all record retention agreements entered into with any taxing Tax 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 to this Agreement so requests, the Buyer or the Seller, as the case may be, shall allow the other party to take possession of such books and records. The Buyer and the Seller Shareholder further agree, upon reasonable request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Body Tax authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed on the Company or any Subsidiary (including including, but not limited to, with respect to the transactions contemplated hereinby this Agreement).

Cooperation on Tax Matters. The Buyer Purchaser and the Seller shall cooperate fully 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 proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller including any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any ProceedingClaim. Such cooperation shall will include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder or to testify at any proceeding. The Buyer Seller and Purchaser agree, and Purchaser agrees to cause the Seller agree Companies, (ai) to retain all books and records with respect to Tax matters pertinent relating to the Company relating to Companies for any taxable period Tax Period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Purchaser or Seller, any extensions thereof) of for the respective taxable periodsTax Periods, and to abide by all record retention agreements entered into with any taxing authorityTax Authority, and (bii) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement Party so requests, Seller and Purchaser shall, and Purchaser shall cause the Buyer or the SellerCompanies to, as the case may be, shall allow the other party Party to take possession of such books and records. The Buyer Purchaser and the Seller further agree, upon reasonable request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Body Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereinby this Agreement).

Cooperation on Tax Matters. The (a) Buyer and Seller agree to furnish, or cause to be furnished to the other upon request, as promptly as practicable, such information (including access to books and records) and assistance relating to Seller, the Transferred Assets, the Business, and the Assumed Liabilities as is reasonably necessary for the filing of any Tax Return, the preparation for any Tax audit, or the prosecution or defense of any Claim or Proceeding relating to any proposed Tax adjustment relating to the Transferred Assets, the Business or the Assumed Liabilities; provided, however, that Seller shall not be obligated to furnish or cause to be furnished to Buyer its income Tax Returns. Buyer and Seller shall keep all such information and documents received by them confidential unless otherwise required by Law. Buyer and Seller shall cooperate fully in connection with each other as reasonably necessary to effect the filing of Tax Returns and any audit, litigation or other Proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceedingforegoing. Such cooperation shall include the retention and the provision of records and information reasonably relevant to any such audit, litigation, or other Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer and the Seller agree (a) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning prior to the Closing Date until expiration of the statute of limitations (and, 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 to this Agreement so requests, the Buyer or the Seller, as the case may be, shall allow the other party to take possession of such books and records. The Buyer and the Seller agree, upon reasonable request, to use commercially their reasonable best efforts to obtain any certificate or other document from any Governmental Body 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 herein)under this Agreement. Nothing in this Section 6.2(a) shall require a party to disclose information not related specifically to the Transferred Assets, Assumed Liabilities or Business to the extent it reasonably deems such information to be confidential.

Cooperation on Tax Matters. The Buyer and the Seller Sellers shall cooperate fully fully, as and to the extent reasonably requested by another party to this Agreement, in connection with the filing of Tax Returns and any audit, litigation or other Proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller Representative any powers of attorney that the Seller Representative reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the request of another party to this Agreement) the provision of records and information reasonably relevant to any such audit, litigation, or other Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer and the Seller Sellers agree (a) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning on or prior to the Closing Date until expiration of the statute of limitations (and, to the extent notified by Buyer or SellerSeller Representative, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (b) to give the other party parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other another party to this Agreement so requests, the Buyer or the SellerSellers, as the case may be, shall allow the other party parties to take possession of such books and records. The Buyer and the Seller Sellers agree, upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herein).

Cooperation on Tax Matters. The Buyer Compass, the Bank and the Seller Shareholders shall cooperate fully fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns tax returns pursuant to this Section 6.11, and including without limitation pursuant to any audit, litigation litigation, or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceedingtaxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer Bank and the Seller Shareholders agree (ai) to retain all books and records with respect to Tax tax matters pertinent relevant to the Company Bank relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Compass or Sellerthe Shareholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement so requests, the Buyer Bank or the SellerShareholders, as the case may be, shall allow the other party to take possession of such books and records. The Buyer Compass, the Bank and the Seller Shareholders further agree, upon reasonable request, to use commercially reasonable their best efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereinhereby).

Cooperation on Tax Matters. The (a) Buyer and the Seller shall cooperate fully fully, and Buyer shall ensure that each Acquired Company will also 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 11 and any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information that are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer and the Seller agree agree, and Buyer shall ensure that each Acquired Company agrees (aA) to retain all books and records with respect to Tax matters pertinent to the Company Acquired Companies relating to any taxable period beginning prior to before the Closing Date until the expiration of the statute of limitations (and, 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 (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement so requests, the Buyer (or the Acquired Companies) or Seller, as the case may be, shall allow the other party to take possession of such books and records. The Buyer and the Seller agree, upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herein).

Cooperation on Tax Matters. (a) The Buyer and the Seller shall, and the Buyer shall cause SkateNation to, cooperate fully fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other Proceeding proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the other Party's request) the provision of records and information which are reasonably relevant to any such audit, litigation, litigation or other Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer Seller agrees, and the Seller agree Buyer agrees to cause SkateNation (ai) to retain all books and records with respect to Tax matters pertinent to the Company SkateNation and its Subsidiaries relating to any taxable period beginning prior to before the Closing Effective Date until the expiration of the statute of limitations (and, to the extent notified by the Buyer or the Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement so requests, the Buyer or the Seller, as the case may be, shall allow the other party to take possession of such books and records. The Buyer and the Seller agree, upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herein).