Common use of Cooperation on Tax Matters Clause in Contracts

Cooperation on Tax Matters. (i) The Surviving Corporation and CCI shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Article XI and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Surviving Corporation and CCI agree (A) to retain all books and records with respect to Tax matters pertinent to Cohig relating to any Taxable period beginning before the date hereof until the expiration of the statute of limitations (and, to the extent notified by the Surviving Corporation or CCI, any extensions thereof) of the respective Taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Surviving Corporation or CCI, as the case may be, shall allow the other party to take possession of such books and records; (ii) the Surviving Corporation and CCI further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby); and (iii) the Surviving Corporation and CCI further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) The Surviving Corporation Each of the Buyer, the Companies and CCI the Shareholder shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns tax returns pursuant to this Article XI Section 4.16 and in connection with any audit, litigation or other proceeding with respect to Taxestaxes. Such cooperation shall include the retention and (upon the request of any other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Surviving Corporation and CCI agree Shareholder agrees (Ai) to retain all books and records with respect to Tax tax matters pertinent to Cohig the Companies relating to any Taxable taxable period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Surviving Corporation or CCICompanies, 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 Buyer and the Companies reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Buyer or one of the Companies so requests, the Surviving Corporation or CCI, as the case may be, Shareholder shall allow the other party Buyer to take possession of such books and records; (ii) . Buyer and the Surviving Corporation and CCI Shareholder further agreeagree to use their reasonable best efforts to obtain, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other person or entity as may be necessary to mitigate, reduce or eliminate any Tax tax that could be imposed (including, but not limited towithout limitation, with respect to the transactions contemplated hereby); and (iii. Neither Clear nor Buyer will make any election under Section 338(h) the Surviving Corporation and CCI further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunderwith respect to the Acquisition.

Cooperation on Tax Matters. (i) The Surviving Corporation Buyer and CCI the Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Article XI and any audit, litigation or other proceeding with respect to Taxes, including any Tax Claim. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder or to testify at any proceeding. The Surviving Corporation Sellers and CCI agree Buyer agree, and Buyer agrees to cause the Companies, (Ai) to retain all books and records with respect to Tax matters pertinent to Cohig relating to the Companies for any Taxable taxable period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Surviving Corporation Buyer or CCISellers, any extensions thereof) of for 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 reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Sellers and Buyer shall, and Buyer shall cause the Surviving Corporation or CCICompanies to, as the case may be, shall allow the other party to take possession of such books and records; (ii) the Surviving Corporation . Buyer and CCI Sellers further agree, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority Tax Authority or any other person Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated herebyby this Agreement); and (iii) the Surviving Corporation and CCI further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) The Surviving Corporation Purchaser, the Company and CCI the Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax any Returns pursuant to this Article XI Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Surviving Corporation Company, Purchaser and CCI the Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to Cohig the Company relating to any Taxable taxable period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Surviving Corporation Purchaser or CCIthe Sellers, any extensions thereof) of the respective Taxable tax periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Surviving Corporation Company or CCIthe Sellers, as the case may be, shall allow the other party to take possession of such books and records; . (ii) The Purchaser and the Surviving Corporation and CCI Sellers further agree, upon request, to use their commercially reasonable best efforts to obtain any certificate or other document from any governmental authority or any other person Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby); and . (iii) The Purchaser and the Surviving Corporation and CCI Sellers further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section §6043 of the Code and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) The Surviving Corporation Purchaser and CCI the Company, on the one hand, and the Selling Stockholders, on the other hand, shall cooperate fully, as and to the extent reasonably requested by the other partyother, in connection with the filing of any Tax Returns pursuant to this Article XI Section 8.6 and the conduct of any audit, litigation or other proceeding with respect to TaxesTax Proceeding. Such cooperation shall include the retention provision of any reasonably requested power of attorney with respect to such Tax Returns or Tax Proceedings in order to carry out the agreements set forth in this Section 8.6. Purchaser and (upon the Company, on the one hand, and the Selling Stockholders, on the other hand, further agree (after Closing): (i) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by any other party's , any extensions thereof) of the respective taxable periods, (ii) upon any other party’s request) the provision of , to give such other party access to such books and records and information which are reasonably relevant to any such audit, litigation a Tax Return or other proceeding Tax Proceeding and making to make employees and personnel available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Surviving Corporation and CCI agree , (Aiii) to retain all books and records with respect to Tax matters pertinent to Cohig relating to any Taxable period beginning before the date hereof until the expiration of the statute of limitations (and, to the extent notified by the Surviving Corporation or CCI, any extensions thereof) of the respective Taxable periods, and to abide by all record retention agreements entered into with any taxing authorityTaxing Authority, and (Biv) to give the each other party reasonable written notice prior to transferring, destroying or discarding any such books and records records, and, if the any such other party so requests, the Surviving Corporation or CCI, as the case may be, shall to allow the such other party within a reasonable time to take possession of such books and records; (ii) the Surviving Corporation and CCI further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect records to the transactions contemplated hereby); and (iii) the Surviving Corporation and CCI further agree, upon request, to provide the other party with all information that either party may extent they would otherwise be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunderdestroyed or discarded.

Cooperation on Tax Matters. (i) The Surviving Corporation 8.5.1 Buyer, the Company and CCI its Subsidiaries and Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Article XI Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Surviving Corporation Company and CCI its Subsidiaries and Seller agree (Ai) to retain all books and records with respect to Tax matters pertinent to Cohig the Company and its Subsidiaries relating to any Taxable taxable period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Surviving Corporation Buyer or CCISeller, 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 reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requestsrequest, the Surviving Corporation Company and its Subsidiaries or CCISeller, as the case may be, shall allow the other party to take possession of such books and records; (ii) the Surviving Corporation . 8.5.2 Buyer and CCI Seller further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other person Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby); and (iii) the Surviving Corporation and CCI further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) 8.5.1 The Surviving Corporation Buyer, the Company and CCI the Seller shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Article XI Section 8 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's Party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Surviving Corporation Company and CCI agree the Seller shall (A) to retain all books and records with respect to Tax matters pertinent to Cohig the Company relating to any Taxable taxable period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Surviving Corporation Buyer or CCIthe Seller, any extensions thereof) of the respective Taxable taxable periods, and to abide by all record retention agreements entered into with any taxing authorityTaxing Authority, and (B) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, the Surviving Corporation Company or CCIthe Seller, as the case may be, shall allow the other party Party to take possession of such books and records; (ii) . 8.5.2 The Buyer and the Surviving Corporation and CCI Seller further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority Governmental Authority or any other person Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited towithout limitation, with respect to the transactions contemplated hereby); and (iii) the Surviving Corporation and CCI further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) The Parent, the Surviving Corporation Company, and CCI the Sellers’ Representative shall cooperate fully, as and to the extent reasonably requested by the any other party, in connection with the filing of Tax Returns pursuant to this Article XI Section 5.05 and any audit, litigation or other proceeding with respect to TaxesTax Contest. Such cooperation shall include (i) the provision of any necessary powers of attorney and (ii) the retention and (upon the other party's ’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding Tax Contest and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Sellers’ Representative and Parent agree to, and agree to cause their respective Affiliates, including the Surviving Corporation and CCI agree Company, to, (A) to retain all books and records with respect to Tax matters pertinent to Cohig the Company relating to any Taxable taxable period beginning before the date hereof Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by Parent or the Surviving Corporation or CCISellers’ Representative, any extensions thereof) of the respective Taxable taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party Sellers’ Representative reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the any other party so requests, to the Surviving Corporation or CCIextent the books and records are with respect to a Pre-Closing Tax Period and do not contain information deemed confidential by Parent, as the case may beParent shall, and shall cause its Affiliates to, allow the such other party to take possession of such books and records; (ii) the Surviving Corporation . Parent and CCI Sellers’ Representative further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any governmental authority each other or any other person Governmental Authority as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated herebyTransaction); and (iii) the Surviving Corporation and CCI further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) The Surviving Corporation Buyer and CCI Seller shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the preparation and filing of any Tax Returns pursuant to this Article XI Return and any auditTax Proceeding, litigation or other proceeding to the extent that Seller may have any liability hereunder with respect to such Taxes. Such cooperation shall include the retention and (upon the other party's Party’s request) the provision of records and information which are reasonably relevant to any such Tax Return, audit, litigation or other proceeding or any tax planning and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Surviving Corporation and CCI agree (A) hereunder or otherwise provide services to retain all books and records with respect to Tax matters pertinent to Cohig Buyer, Seller or any of their affiliates relating to the preparation of any Taxable period beginning before the date hereof until the expiration Tax Returns. Each of Buyer and Seller further agrees upon request of the statute of limitations (and, to the extent notified by the Surviving Corporation or CCI, any extensions thereof) of the respective Taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Surviving Corporation or CCI, as the case may be, shall allow the other party to take possession of such books and records; (ii) the Surviving Corporation and CCI further agree, upon request, to use their best its commercially reasonable efforts to obtain any certificate or other document from any governmental authority Governmental Authority or any other person Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, including any Transfer Taxes). Seller agrees (i) to retain all books and records with respect to Tax matters pertinent to the transactions contemplated hereby); 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 (iiiii) the Surviving Corporation to give Buyer reasonable Written notice prior to destroying or discarding any such books and CCI further agreerecords and, upon request, to provide if the other party with all information that either party may be required Party so requests, Seller shall allow Buyer to report pursuant to Section 6043 take possession of the Code such books and Treasury Regulations promulgated thereunderrecords.

Cooperation on Tax Matters. (i) The Surviving Corporation Selling Companies shall and CCI the Buying Companies shall cause the Amicon Companies to cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Income Tax Returns pursuant to this Article XI Section 16.07 and any audit, litigation or other proceeding with respect to Income Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Surviving Corporation To the extent that they are in possession of such books and CCI agree records after the Closing Date, the Selling Companies shall and the Buying Companies shall cause the Amicon Companies to (A) to retain all books and records with respect to Income Tax matters pertinent to Cohig the Subject Business relating to any Taxable taxable period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Surviving Corporation or CCIother parties, any extensions thereof) of the respective Taxable 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 party parties so requestsrequest, the Surviving Corporation or CCI, as the case may be, discarding parties shall allow the other party parties to take possession of such books and records; . (ii) The Selling Companies shall and the Surviving Corporation and CCI further agreeBuying Companies shall cause the Amicon Companies to, upon request, to use their best all reasonable efforts to obtain any certificate or other document from any governmental authority Governmental Authority or any other person as may be necessary to mitigate, reduce or eliminate any Income Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby); and (iii) the Surviving Corporation and CCI further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) 10.3.1 The Surviving Corporation Buyer, the Company and CCI the Sellers shall cooperate fully, as and to the extent reasonably requested by the each other partyParty, in connection with the filing of any Tax Returns pursuant to this Article XI Clause 10 and any audit, litigation or other proceeding with respect to Taxes. . 10.3.2 Such cooperation shall include the retention and (upon the any other party's Party’s reasonable request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. under this Agreement. 10.3.3 The Surviving Corporation Company and CCI agree the Sellers agree: (Aa) to retain all books and records with respect to Tax matters pertinent to Cohig the Company relating to any Taxable taxable period beginning before the date hereof Completion Date until the expiration of the statute of limitations five (5) years (and, to the extent notified by the Surviving Corporation Buyer or CCIthe Sellers, any extensions thereofof that period) of after the respective Taxable Tax periods, and to abide by all record retention agreements entered into with any taxing authority, and ; and (Bb) to give the each other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so Party reasonably requests, the Surviving Corporation Company or CCIthe Sellers, as the case may be, shall allow the other party Party to take possession of such books and records; (ii) . 10.3.4 The Buyer and the Surviving Corporation and CCI Sellers further agree, upon request, to use their commercially reasonable best efforts to obtain any certificate or other document from any governmental authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated herebyby this Agreement); . 10.3.5 The Buyer and (iii) the Surviving Corporation and CCI Sellers further agree, upon requestrequested, to provide the each other party Party with all information that either party Party may be required to report pursuant to Section 6043 of the Code Income Tax Laws, the Taxation Administration Act and Treasury Regulations promulgated thereunderall subordinate legislation, regulations, rulings, directions and statements made under them.

Cooperation on Tax Matters. (i) The Surviving Corporation Each of the Buyer, the Company and CCI the Shareholder shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns tax returns pursuant to this Article XI Section 4.4 and in connection with any audit, litigation or other proceeding with respect to Taxestaxes. Such cooperation shall include the retention and (upon the request of any other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Surviving Corporation Shareholder and CCI the Buyer agree (Ai) to retain all books and records with respect to Tax tax matters pertinent to Cohig the Company relating to any Taxable taxable period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Surviving Corporation or CCICompany, 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 and the Company reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Buyer or the Company so requests, the Surviving Corporation or CCI, as the case may be, Shareholder shall allow the other party Buyer to take possession of such books and records; (ii) records in its control. Buyer and the Surviving Corporation and CCI Shareholder further agreeagree to use their reasonable best efforts to obtain, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other person or entity as may be necessary to mitigate, reduce or eliminate any Tax tax that could be imposed (including, but not limited towithout limitation, with respect to the transactions contemplated hereby); and (iii) the Surviving Corporation and CCI further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) The Surviving Corporation Buyer, the Company, and CCI the Seller Representative shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Article XI Section 5.11 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding and the making available of employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Surviving Corporation Buyer, the Company and CCI the Seller Representative agree (Ai) to retain all financial books and records with respect to Tax matters pertinent to Cohig the Company relating to any Taxable taxable period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Surviving Corporation or CCISeller Representative, 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 reasonable written notice prior to transferring, destroying or discarding any such financial books and records and, if the other party so requests, the Surviving Corporation Company or CCIthe Seller Representative, as the case may be, shall allow the other party to take possession of such financial books and records; . For the avoidance of doubt, the Company and the Seller Representative shall take or cause to be taken any commercially reasonable actions requested by Buyer to lawfully reduce Taxes imposed by the People’s Republic of China (iiincluding pursuant to Circular 698) the Surviving Corporation and CCI further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to arise as a result of the transactions contemplated hereby); and (iii) the Surviving Corporation and CCI further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunderby this Agreement.

Cooperation on Tax Matters. (i) The Surviving Corporation Sellers shall, and CCI shall cause each of applicable member of the Company Group to, and the Purchaser Parent shall, cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Article XI Section 7.11 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided (or made available) hereunder. The Surviving Corporation and CCI agree Sellers agree (Ai) to retain all books and records with respect to Tax matters pertinent to Cohig any member of the Company Group relating to any Taxable period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Surviving Corporation or CCIPurchaser Parent, 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 Parent reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Purchaser Parent so requests, the Surviving Corporation or CCI, as the case may be, Seller Parent shall allow the other party Purchaser Parent to take possession of such books and records; (ii) . The Purchaser and the Surviving Corporation and CCI further Seller Parent agree, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority Governmental Entity or any other person Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, including with respect to the transactions contemplated hereby); and (iii) the Surviving Corporation and CCI further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) The Surviving Corporation Each of the Buyer, the Company and CCI the Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns tax returns pursuant to this Article XI Section 4.12 and in connection with any audit, litigation or other proceeding with respect to Taxestaxes. Such cooperation shall include the retention and (upon the request of any other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Surviving Corporation and CCI Shareholders agree (Ai) to retain all books and records with respect to Tax tax matters pertinent to Cohig the Company relating to any Taxable taxable period beginning before the date hereof Final Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Surviving Corporation Buyer or CCIthe Company, 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 Buyer and the Company reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Buyer or Company so requests, the Surviving Corporation or CCI, as the case may be, Shareholders shall allow the other party Buyer to take possession of such books and records; (ii) . The Buyer and the Surviving Corporation and CCI Shareholders further agreeagree to use their reasonable best efforts to obtain, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other person or entity as may be necessary to mitigate, reduce or eliminate any Tax tax that could be imposed (including, but not limited towithout limitation, with respect to the transactions contemplated hereby); and (iii) the Surviving Corporation and CCI further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) The Surviving Corporation PRGI and CCI Owner shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Article XI Section, including the preparation and execution of Tax Returns, and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees Owner (or the Representative of Owner) available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Surviving Corporation PRGI, Owner and CCI Seller agree (A) to retain all books and records with respect to Tax matters pertinent to Cohig Seller and relating to any Taxable taxable period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Surviving Corporation PRGI or CCISeller, any extensions thereof) of the respective Taxable 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 andrecords, and if the other party so to requests, the Surviving Corporation or CCI, as the case may be, Seller shall allow the other party to take possession of such books and records; (ii) the Surviving Corporation . PRGI and CCI Seller further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other person Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby); and (iii) the Surviving Corporation and CCI further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) The Surviving Corporation Buyer and CCI the Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Article XI Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Surviving Corporation Company, its subsidiaries and CCI the Sellers agree (Ai) to retain all books and records with respect to Tax matters pertinent to Cohig the Company or any of its subsidiaries relating to any Taxable period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Surviving Corporation Buyer or CCIthe Sellers, 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 so requests, the Surviving Corporation Company, its subsidiaries or CCIthe Sellers, as the case may be, shall allow the other party to take possession of such books and records; (ii) . The Buyer and the Surviving Corporation and CCI Sellers further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other person Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated herebyby this Agreement); and (iii) the Surviving Corporation and CCI further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) The Surviving Corporation Purchaser, the Company and CCI Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Article XI Section 6.1 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which are 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 Surviving Corporation and CCI agree Seller shall (Aa) to retain all books and records with respect to Tax matters pertinent to Cohig the Company relating to any Taxable taxable period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Surviving Corporation or CCIPurchaser, any extensions thereof) of the respective Taxable taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bb) to give the other party reasonable Purchaser written notice prior to transferring, destroying or discarding any such books and records and, if the other party Purchaser so requests, the Surviving Corporation or CCI, as the case may be, Seller shall allow the other party Purchaser to take possession of such books and records; (ii) the Surviving Corporation . Purchaser and CCI Xxxxxx further agree, upon request, to use their best 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 authority Governmental Entity or any other person Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to by the transactions contemplated hereby); and (iii) the Surviving Corporation and CCI further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) The Surviving Corporation After the Closing, Seller and CCI shall Buyer agree to cooperate fullywith each other in connection with any inquiry, as and to audit, determination or proceeding affecting the extent reasonably requested by the other partyLiability of either of them for Taxes, and, in connection with the filing determination of Tax Returns pursuant to this Article XI and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such auditLiability, litigation or each of them shall make available to each other proceeding and making employees available on within a mutually convenient basis reasonable amount of time, at no cost to provide additional information and explanation of the requesting party, any material provided hereunder. The Surviving Corporation and CCI agree (A) to retain all documents, correspondence, reports, books and records with respect to and any other materials bearing on such Tax matters pertinent to Cohig relating to any Taxable period beginning before inquiry, audit, examination, proceeding or determination then in the date hereof until the expiration possession of the statute of limitations (and, to the extent notified by the Surviving Corporation or CCI, requested party; provided that each party shall be reimbursed for 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 reasonable out-of-pocket expenses it incurs in assisting another party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other under this Section 11.5. Each party so requests, the Surviving Corporation or CCI, as the case may be, shall allow the other party to take possession of such books and records; (ii) the Surviving Corporation and CCI further agreeagrees, upon request, to use their best its commercially reasonable efforts to obtain any certificate or other document from any governmental authority Governmental Authority or any other person Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed imposed. The Seller agrees (including, but not limited to, i) to retain all books and records with respect to Tax matters pertinent to the transactions contemplated hereby); Business and the Assets relating to periods ending on or prior to the Closing Date until the expiration of the statute of limitations (and any extensions thereof) of the respective Tax periods and to abide by all record retention agreements entered into with any Governmental Authority, and (iiiii) the Surviving Corporation not to destroy or otherwise dispose of any such books and CCI further agreerecords without first offering in writing to surrender such books and records to Buyer, upon request, and Buyer shall have 10 days after such offer to provide the other party with all information that either party may be required agree to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereundertake possession thereof.

Cooperation on Tax Matters. (i) The Surviving Corporation Compass, the Bank and CCI the Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns tax returns pursuant to this Article XI Section 6.11, and including without limitation pursuant to any audit, litigation litigation, or other proceeding with respect to Taxestaxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Surviving Corporation Bank and CCI the Shareholders agree (Ai) to retain all books and records with respect to Tax tax matters pertinent relevant to Cohig the Bank relating to any Taxable taxable period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by Compass or the Surviving Corporation or CCIShareholders, 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 reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Surviving Corporation Bank or CCIthe Shareholders, as the case may be, shall allow the other party to take possession of such books and records; (ii) . Compass, the Surviving Corporation Bank and CCI the Shareholders further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby); and (iii) the Surviving Corporation and CCI further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) The Surviving Corporation Purchaser, the Sellers, and CCI the Company and its Subsidiaries shall cooperate fully, as and to the extent reasonably requested by the other partyPerson, in connection with the filing of Tax Returns pursuant to this Article XI Section 7.13 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's Party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderunder this Agreement. The Surviving Corporation Purchaser agrees to cause the Company and CCI agree its Subsidiaries (Ai) to retain all books and records with respect to Tax matters pertinent to Cohig the Company and its Subsidiaries relating to any Taxable period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Surviving Corporation or CCIPurchaser, 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 Sellers reasonable written notice prior to transferring, destroying or discarding any such books and records and, if in the other party event a Seller so requests, the Surviving Corporation or CCI, as the case may be, Purchaser shall allow the other party such Seller to take possession of such books and records; (ii) . Purchaser and the Surviving Corporation and CCI further Sellers agree, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority Governmental Entity or any other person Person as may be necessary or appropriate to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, including with respect to the transactions contemplated herebyby this Agreement); and (iii) the Surviving Corporation and CCI further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) The Surviving Corporation Buyer and CCI Seller shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Article XI Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's Party’s request) the provision of records and information which that are reasonably relevant to any such tax audit, tax litigation or other tax proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Surviving Corporation Buyer and CCI Seller agree (A) to retain all books and records with respect to Tax matters pertinent to Cohig BioSepra, S.A. relating to any Taxable taxable period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Surviving Corporation Buyer or CCIthe Seller, any extensions thereof) of the respective Taxable taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, the Surviving Corporation Buyer or CCISeller, as the case may be, shall allow the other party Party, at such Party’s sole cost, to take possession of such books and records; (ii) the Surviving Corporation . The Buyer and CCI Seller further agree, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby); . The Buyer and (iii) the Surviving Corporation and CCI Seller further agree, upon request, to provide the other party Party with all information that either party Party may be required to report pursuant to Section Code §6043 of the Code and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) The Surviving Corporation Purchaser, the Corporation, and CCI the Vendor shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Article XI Section 6.6 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Surviving Corporation and CCI agree Vendor agrees (Ai) to retain all books and records with respect to Tax matters pertinent to Cohig the Corporation not relinquished on the Closing Date relating to any Taxable period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Surviving Corporation or CCIPurchaser, any extensions thereof) of the respective Taxable taxable periods, and to abide by all record retention agreements entered into with any taxing authorityTaxing Authority, and (Bii) to give the other party Purchaser reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Purchaser so requests, the Surviving Corporation or CCI, as the case may be, Vendor shall allow the other party Purchaser to take possession of such books and records; . (ii) The Purchaser and the Surviving Corporation and CCI Vendor further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other person Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby); and . (iii) The Purchaser and the Surviving Corporation and CCI Vendor further agree, upon request, to provide the each other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) The Surviving Corporation Purchaser, the Company and CCI the Shareholders shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Article XI section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Surviving Corporation Company and CCI the Shareholders agree (Ai) to retain all books and records with respect to Tax matters pertinent to Cohig the Company relating to any Taxable period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by Purchaser or EXHIBIT 2.3 ----------- 24 the Surviving Corporation or CCIShareholders, any extensions thereof) of the respective Taxable periods, and to abide by all the record retention agreements entered into with any taxing authority, and (Bii) to give the other party reasonable written notice prior to the transferring, destroying or discarding any such books and records and, if the other party so requests, the Surviving Corporation Company or CCIthe Shareholders, as the case may be, shall allow the other party to take possession of such books and records; (ii) . Purchaser and the Surviving Corporation and CCI Shareholders further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other person Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, including but not limited to, to with respect to the transactions contemplated hereby); . Purchaser and (iii) the Surviving Corporation and CCI Shareholders further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) The Surviving Corporation DYHP, DMI, and CCI the Shareholder shall cooperate fully, as and to the extent reasonably requested by the any other party, in connection with the filing of Tax Returns pursuant to this Article XI Section and any audit, litigation or other proceeding with respect related to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Surviving Corporation DMI, the Shareholder, and CCI DYHP agree (A) to retain all books and records with respect to Tax matters pertinent to Cohig DMI relating to any Taxable taxable period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by DYHP or the Surviving Corporation or CCIShareholder, any extensions thereof) of the respective Taxable taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, DYHP or the Surviving Corporation or CCIShareholder, as the case may be, shall allow the other party to take possession of such books and records; (ii) . DYHP and the Surviving Corporation and CCI Shareholder further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, including with respect to the transactions contemplated hereby); and (iii) the Surviving Corporation and CCI further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) The Surviving Corporation Company and CCI the Sellers’ Representative shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Article XI Section 4.10 and any audit, litigation or other proceeding Proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Sellers’ Representative and the Surviving Corporation and CCI Company agree (Ai) to retain all books and records with respect to Tax matters pertinent to Cohig Del Monte relating to any Taxable taxable period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Surviving Corporation Company or CCIthe Sellers’ Representative, 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 reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Surviving Company so requests, the Surviving Corporation or CCI, as the case may be, Sellers’ Representative shall allow the other party Surviving Company to take possession of such books and records; . (ii) The Surviving Company, the Surviving Corporation Sellers’ Representative and CCI the Shareholders further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any governmental authority Governmental Authority or any other person Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, in connection with respect to the transactions contemplated hereby); and (iii) the Surviving Corporation and CCI further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) The Surviving Corporation Parent and CCI Sellers shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns by the Company pursuant to this Article XI Agreement and any audit, litigation Legal Proceeding or other proceeding with respect to Taxesany Taxes for which the Company or the Sellers may be liable pursuant to this Agreement (including any liability of the Sellers pursuant to Article VII of this Agreement). Such cooperation shall include the retention and (upon the other party's Party’s reasonable and timely request) the provision of Company records and information which are reasonably relevant to any such audit, litigation or other proceeding and making Company employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Surviving Corporation To the extent such books and CCI records are not transferred to Parent at or following Closing, Sellers agree (A) to retain or cause to be retained all books and records with respect to Tax matters pertinent to Cohig the Company or its assets relating to any Taxable taxable period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent or the Surviving Corporation or CCICompany, any extensions thereof) of the respective Taxable taxable periods, and to abide by all record retention agreements entered into with any taxing authority, Taxing Authority. Parent and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Surviving Corporation or CCI, as the case may be, shall allow the other party to take possession of such books and records; (ii) the Surviving Corporation and CCI Sellers further agree, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority Taxing Authority or any other person Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed on Company (including, but not limited to, with respect to the transactions Transaction contemplated hereby); and (iii) the Surviving Corporation and CCI further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) The Surviving Corporation ASI, Holdings, the Shareholders, and CCI shall the Shareholders' Agent will cooperate fully, as and to the extent reasonably requested by the other partyparties, in connection with the filing of Tax Returns pursuant to this Article XI Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall will include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderunder this Subsection. The Surviving Corporation ASI and CCI agree the Shareholders agree: (Ai) to retain all books and records with respect to Tax matters pertinent to Cohig the Company relating to any Taxable taxable period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by ASI or the Surviving Corporation or CCIShareholders' Agent, 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 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 requestsrequest, the Surviving Corporation or CCI, as the case may be, shall to allow the such other party parties to take possession of such books and records; (ii) . ASI, the Surviving Corporation Shareholders, and CCI the Shareholders' Agent further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other person Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (includingimposed, but not limited toincluding without limitation, with respect to the transactions contemplated hereby); and (iii) the Surviving Corporation and CCI further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunderby this Agreement.

Cooperation on Tax Matters. (i) The Surviving Corporation Following the Closing, Sellers, on the one hand, and CCI Buyer, on the other hand, shall cooperate fully, as and to the extent reasonably requested by the any other partyParty, in connection with the filing of Tax Returns pursuant to this Article XI and any inquiry, audit, litigation examination, assessment or other proceeding Action with respect to TaxesTaxes or the preparation of any Tax Return. Such cooperation shall include the retention and (upon the any other party's Party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation Tax matter or required by the Code or other proceeding applicable Law and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Surviving Corporation Sellers, on the one hand, and CCI agree Buyer, on the other hand, agree: (Aa) to retain all books and records with respect to Tax matters pertinent to Cohig the Acquired Assets or the Bars Business relating to any Taxable taxable period beginning on or before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Surviving Corporation Buyer or CCIany Seller, any extensions thereof) of the respective Taxable tax periods, and to abide by all record retention agreements Contracts entered into with any taxing authority, and Taxing Authority; (Bb) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the and allow such other party so requests, the Surviving Corporation or CCI, as the case may be, shall allow the other party Party to take possession of such books and records; (iic) the Surviving Corporation and CCI further agree, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority Governmental Authority or any other person Person as may be necessary necessary, consistent with the other terms and conditions of this Agreement, to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, including with respect to the transactions contemplated herebyTransactions); and (iiid) the Surviving Corporation and CCI further agree, upon request, to provide the other party Party with all information that either party any Party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunderCode. Notwithstanding the foregoing, Buyer nor Sellers shall be obligated to provide the other Party with access to any record requests if such access would violate any Law.

Cooperation on Tax Matters. (i) The Surviving Corporation Seller, the Shareholders and CCI the Key Employees shall cooperate fully, as and to the extent reasonably requested by the other partyPurchaser, in connection with the filing of Tax Returns tax returns pursuant to this Article XI 10 and any audit, litigation or other proceeding with respect to Taxestaxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Surviving Corporation Each of the Seller, the Shareholders and CCI agree the Key Employees agrees (A) to retain all books and records with respect to Tax tax matters pertinent to Cohig the Seller relating to any Taxable taxable period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Surviving Corporation or CCIPurchaser, any extensions thereof) of the respective Taxable taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party Purchaser reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Purchaser so requests, each of the Surviving Corporation or CCISeller, as the case may be, Shareholders and the Key Employees shall allow the other party to take possession of such books and records; . (ii) Each of the Surviving Corporation Seller, the Shareholders and CCI the Key Employees further agreeagrees, upon request, to use their its, his or her best efforts to obtain any certificate or other document from any governmental authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby); and (iii) the Surviving Corporation and CCI further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) The Surviving Corporation Purchaser, the Company and CCI the Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax any Returns pursuant to this Article XI Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Surviving Corporation Company and CCI the Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to Cohig the Company relating to any Taxable taxable period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Surviving Corporation Purchaser or CCIthe Sellers, any extensions thereof) of the respective Taxable tax periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Surviving Corporation Company or CCIthe Sellers, as the case may be, shall allow the other party to take possession of such books and records; . (ii) The Purchaser and the Surviving Corporation and CCI Sellers further agree, upon request, to use their commercially reasonable best efforts to obtain any certificate or other document from any governmental authority or any other person Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby); and (iii) the Surviving Corporation and CCI further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) The Surviving Corporation and CCI Each party shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Article XI and any audit, litigation examination, litigation, or other proceeding with respect to TaxesTaxes relating to the Business (a "Tax Proceeding"). Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding Tax Proceeding and making the availability of employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Surviving Corporation and CCI parties agree (A) to retain all books and records with respect to Tax matters pertinent to Cohig the Business relating to any Taxable taxable period beginning before the date hereof Applicable Closing until the expiration of the statute of limitations or, in the case of Canadian Seller, the expiration of any period during which a recognized document assessing liability for Tax may be issued by a Governmental Entity (and, to the extent notified by the Surviving Corporation or CCIa party, any extensions thereof) of the respective Taxable taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Surviving Corporation or CCI, as the case may be, first party shall allow the other party to take possession of such books and records; (ii) records to the Surviving Corporation extent they would otherwise be destroyed or discarded. Each party shall bear its respective costs and CCI further agree, upon request, to use their best efforts to obtain expenses in connection with any certificate Tax Proceeding. Any information obtained under this Section 6.1.2 or under any other Section hereof providing for the sharing of information or the review of any Tax Return or other document from any governmental authority or any other person as may schedule relating to Taxes shall be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby); and (iii) the Surviving Corporation and CCI further agree, upon request, to provide the other party with all information that either party may be required to report pursuant subject to Section 6043 of the Code and Treasury Regulations promulgated thereunder8.9.

Cooperation on Tax Matters. (i) The Surviving Corporation Purchasers, the Company and CCI the Principal Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns tax returns pursuant to this Article XI section and any audit, litigation or other proceeding with respect to Taxestaxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Surviving Corporation Company and CCI the Principal Shareholders agree (A) to retain all books and records with respect to Tax tax matters pertinent to Cohig the Company relating to any Taxable taxable period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Surviving Corporation Purchasers or CCIthe Principal Shareholders, any extensions thereof) of the respective Taxable taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Surviving Corporation Company or CCIthe Principal Shareholders, as the case may be, shall allow the other party to take possession of such books and records; . (ii) The Purchasers and the Surviving Corporation and CCI Principal Shareholders further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other person Person as may be necessary to mitigate, reduce or eliminate any Tax tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby); and (iii) the Surviving Corporation and CCI further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) The Surviving Corporation and CCI parties hereto shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Article XI Section 12.1(c) above and any audit, litigation litigation, or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such 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 Surviving Corporation Acquired Companies and CCI agree Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to Cohig the Acquired Companies relating to any Taxable period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Surviving Corporation Buyer or CCISellers, any extensions thereof) of the respective Taxable periods, and to abide by all record retention agreements entered into with any taxing Taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying destroying, or discarding any such books and records and, if the other party so requests, the Surviving Corporation Acquired Companies or CCISellers, as the case may be, shall allow the other party to take possession of such books and records; . (ii) the Surviving Corporation Buyer and CCI Sellers further agree, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority Governmental Body or any other person Person as may be necessary to mitigate, reduce reduce, or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby); and . (iii) the Surviving Corporation Buyer and CCI Sellers further agree, upon request, to provide the other party with all information that either any party may be required to report pursuant to Code Section 6043 of the Code and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) The Surviving Corporation Purchaser and CCI the Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Article XI and any audit, litigation or other proceeding with respect to Taxes, including any Tax Claim. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to execute Tax Returns, provide additional information and explanation of any material provided hereunderhereunder or to testify at any proceeding. The Surviving Corporation Sellers and CCI agree (A) Purchaser agree, and Purchaser agrees to cause the Company, to retain all books and records with respect to Tax matters pertinent to Cohig the Company relating to any Taxable period Tax Period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by Purchaser or the Surviving Corporation or CCISellers, any extensions thereof) of the respective Taxable periodsTax Periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Surviving Corporation or CCISellers and Purchaser shall, as and Purchaser shall cause the case may beCompany to, shall allow the other party to take possession of such books and records; (ii) . Purchaser and the Surviving Corporation and CCI Sellers further agree, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority Governmental Authority or any other person Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, including with respect to the transactions contemplated herebyTransactions); and (iii) the Surviving Corporation and CCI further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) The Surviving Corporation Purchaser, the Company, and CCI each of the Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns tax returns pursuant to this Article XI Section 5.11 and any audit, litigation or other proceeding with respect to Taxestaxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Surviving Corporation Purchaser, the Company and CCI each of the Sellers agree (Ax) to retain all books and records with respect to Tax tax matters pertinent to Cohig the Company relating to any Taxable taxable period beginning before the date hereof Effective Date until the expiration of the statute of limitations (and, to the extent notified by the Surviving Corporation Purchaser or CCIthe Sellers' Agent, any extensions thereof) of the respective Taxable 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 so requests, the Surviving Corporation Purchaser or CCIthe Sellers, as the case may be, shall allow the other party to take possession of such books and records; . (ii) The Purchaser, the Surviving Corporation Company and CCI each of the Sellers further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental government authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby); and (iii) the Surviving Corporation and CCI further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) The Surviving Corporation Purchasers, the Company and CCI the Stockholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax tax Returns pursuant to this Article XI Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Surviving Corporation Company and CCI the Stockholders agree (A) to retain all books and records with respect to Tax matters pertinent to Cohig the Company relating to any Taxable taxable period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Surviving Corporation Purchasers or CCIthe Stockholders, any extensions thereof) of the respective Taxable taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Surviving Corporation Company or CCIthe Stockholders, as the case may be, shall allow the other party to take possession of such books and records; . (ii) The Purchasers and the Surviving Corporation and CCI Stockholders further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other person Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby); and . (iii) The Purchasers and the Surviving Corporation and CCI Stockholders further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) The Surviving Corporation Purchaser, the Company and CCI the Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Article XI Section 6.2 and this Agreement and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Surviving Corporation Company and CCI the Sellers agree (A) to retain all books and records with respect to Tax matters Matters pertinent to Cohig the Company relating to any Taxable taxable period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Surviving Corporation Purchaser or CCIthe Sellers, any extensions thereof) of the respective Taxable taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Surviving Corporation Company or CCIthe Sellers, as the case may be, shall allow the other party to take possession of such books and records; . (ii) The Purchaser and the Surviving Corporation and CCI Sellers further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other person Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby); and (iii) the Surviving Corporation and CCI further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) The Surviving Corporation Purchaser, the Company and CCI the Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Article XI section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Surviving Corporation Company and CCI the Shareholders agree (A) to retain all books and records with respect to Tax matters pertinent to Cohig the Company relating to any Taxable taxable period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by Purchaser or the Surviving Corporation or CCIShareholders, any extensions thereof) of the respective Taxable taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Surviving Corporation Company or CCIthe Shareholders, as the case may be, shall allow the other party to take possession of such books and records; . (ii) The Purchaser and the Surviving Corporation and CCI Shareholders further agree, upon request, to use their best efforts Best Efforts to obtain any certificate or other document from any governmental authority Governmental Authority or any other person Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby); and . (iii) The Purchaser and the Surviving Corporation and CCI Shareholders further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) The Purchaser and the Shareholders shall cooperate fully in connection with income tax audits of the Company pertaining to periods ending before the Closing Date (i.e., the periods during which the Shareholders and the Personnel owned the ETCI Common Stock).

Cooperation on Tax Matters. (i) The Surviving Corporation CCG and CCI each of its Subsidiaries, Xxxxxx, the Stockholder Representatives and the Stockholders shall cooperate fully, as and to the extent reasonably requested in writing by the any other party, and each at its own expense, in connection with the preparation of the filing of any Tax Returns pursuant to this Article XI (including any amended returns and claims for refund) and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's written request) the provision of records and information which are reasonably relevant to any such Tax Return, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Surviving Corporation CCG and CCI each of its Subsidiaries, the Stockholder Representatives and the Stockholders agree (A) to retain all books and records with respect to Tax matters pertinent to Cohig CCG or any of its Subsidiaries relating to any Taxable taxable period beginning before the date hereof Closing Date until the expiration seventh anniversary of the statute of limitations Closing Date (and, to the extent notified by the Surviving Corporation or CCI, any extensions thereof) of the respective Taxable periods, and to abide by all record retention agreements entered into with any taxing authoritysuch longer period as reasonably requested in writing), and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, in such event, if the other party so requests, the Surviving Corporation or CCI, as the case may be, shall to allow the other party to take possession of such books and records; (ii) the Surviving Corporation and CCI further agree, upon request, . Nothing contained or implied herein shall be construed to use their best efforts to obtain require any certificate or other document from any governmental authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby); and (iii) the Surviving Corporation and CCI further agree, upon request, Person unreasonably to provide any document, or to determine any information, not then in its possession or the other party with all information that either party may be required possession of its agents in response to report pursuant to a request under this Section 6043 of the Code and Treasury Regulations promulgated thereunder10.3.

Cooperation on Tax Matters. (i) The Surviving Corporation Purchaser and CCI Seller shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Article XI and any audit, litigation or other proceeding with respect to Taxes, including any Tax Claim. Such cooperation shall will include the retention and (upon the other party's Party’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder or to testify at any proceeding. The Surviving Corporation Seller and CCI agree Purchaser agree, and Purchaser agrees to cause the Companies, (Ai) to retain all books and records with respect to Tax matters pertinent to Cohig relating to the Companies for any Taxable period Tax Period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Surviving Corporation Purchaser or CCISeller, 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 Party so requests, Seller and Purchaser shall, and Purchaser shall cause the Surviving Corporation or CCICompanies to, as the case may be, shall allow the other party Party to take possession of such books and records; (ii) the Surviving Corporation . Purchaser and CCI Seller further agree, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority Tax Authority or any other person Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, including with respect to the transactions contemplated herebyby this Agreement); and (iii) the Surviving Corporation and CCI further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. Parent (ion behalf of itself and the Company) The Surviving Corporation and CCI the Stockholder shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Article XI Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Surviving Corporation Parent (on behalf of itself and CCI the Company) and the Stockholder agree (Aa) to retain all books and records with respect to Tax matters pertinent to Cohig the Company relating to any Taxable taxable period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent or the Surviving Corporation or CCIStockholder, any extensions thereof) of the respective Taxable taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bb) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Surviving Corporation Parent (on behalf of itself and the Company) or CCIthe Stockholder, as the case may be, shall allow the other party to take possession of such books and records; (ii) . Parent and the Surviving Corporation and CCI Stockholder further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby); and (iii) the Surviving Corporation and CCI further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) The Surviving Corporation Buyer, on the one hand, and CCI Sellers, on the other hand, shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Article XI Agreement and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's Party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Surviving Corporation Buyer and CCI Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to Cohig each of the Company and its Subsidiaries relating to any Taxable period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Surviving Corporation or CCIBuyer, 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 Party so requests, Buyer, on the Surviving Corporation or CCIone hand, and Sellers, on the other hand, as the case may be, shall allow the other party Party to take possession of such books and records; (ii) the Surviving Corporation records at such other Party’s expense. Buyer and CCI Sellers further agree, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority Governmental Authority or any other person Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby); and (iii) the Surviving Corporation and CCI further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) The Surviving Corporation Seller and CCI Buyer shall cooperate fullyreasonably, as and to the extent reasonably requested by the other partyeither Party, in connection with the filing of Tax Returns pursuant to contemplated in this Article XI 7 and any audit, litigation or other proceeding Proceeding (including any Tax Claim) with respect to Taxes. Such cooperation shall include the retention and (and, upon the other party's 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 Section 7.5. The Surviving Corporation Seller and CCI agree Buyer shall, and following the Closing, Buyer shall cause each Subsidiary to, (Ai) to retain all books and records with respect to Tax matters pertinent to Cohig Seller and each Subsidiary relating to any Taxable taxable period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Surviving Corporation Buyer or CCISeller, any extensions thereof) of the respective Taxable 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 Party so requests, the Surviving Corporation or CCI, as the case may be, notifying Party shall allow the other party requesting Party to take possession of such books and records; (ii) the Surviving Corporation and CCI . The Parties further agree, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority Governmental Authority or any other person Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, including with respect to the transactions contemplated herebyContemplated Transactions); and (iii) the Surviving Corporation and CCI further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) The Surviving Corporation Parent, the Company, the Company Stockholders and CCI the Company Stockholder Representative shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Article XI Agreement and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Surviving Corporation Parent, the Company, the Company Stockholders and CCI the Company Stockholder Representative agree (A) to retain all books and records with respect to Tax matters pertinent to Cohig the Company relating to any Taxable period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Surviving Corporation or CCIParent, 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 Parent within sixty (60) days after the Closing Date, copies of all such books and records, and (BC) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Surviving Corporation Parent, the Company or CCIthe Company Stockholders or the Company Stockholder Representative, as the case may be, shall allow the other party to take possession of such books and records; (ii) records at such other party’s expense. Parent and the Surviving Corporation and CCI Company Stockholder Representative further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other person Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby); and (iii) the Surviving Corporation and CCI further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) The Surviving Purchaser and the Shareholders shall cooperate fully, and the Purchaser shall cause the Corporation and CCI shall to cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Article XI Returns, and any audit, litigation or other proceeding Legal Proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's Party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding Legal Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Surviving Corporation Purchaser and CCI agree the Shareholders agree: (Ai) to retain (or cause to be retained) all books and records with respect to Tax matters pertinent to Cohig the Corporation relating to any Taxable taxable period beginning before the date hereof Closing Date until the expiration of the statute of limitations (and, to the extent notified by Purchaser or the Surviving Corporation or CCIShareholders, 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 Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party any Party receiving such notice so requests, the Surviving Corporation Purchaser or CCIthe Shareholders, as the case may be, shall allow the other party requesting Party to take possession of such books and records; (ii) the Surviving . The Purchaser, Corporation and CCI Shareholders further agree, upon request, to use their best efforts to obtain (or cause to be obtained) any certificate or other document from any governmental authority or any other person Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed on the Corporation or the Shareholders (including, but not limited to, with respect to the transactions contemplated hereby); and (iii) the Surviving Corporation and CCI further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunder.