Common use of Cooperation Clause in Contracts

Cooperation. The Buyer, EOIR, and the Sellers shall cooperate fully, as and to the extent reasonably requested by any other such Party, in connection with the filing of Tax Returns; any audit, litigation, or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 in this Agreement).

Cooperation. The BuyerParties agree to cooperate fully in any Infringement action pursuant to this Section 5.3 with respect to any Licensed Patents, EOIRPhaseBio Selected Patents or Joint Patents, including by making the inventors, applicable records, and documents (including laboratory notebooks) with respect to the Sellers relevant Patents available to the enforcing Party on the enforcing Party’s request. With respect to any such action controlled by the applicable enforcing Party, the other Party shall, and as necessary shall cause its Affiliates to, assist and cooperate fullywith the enforcing Party, as and the enforcing Party may reasonably request from time to the extent reasonably requested by any other such Partytime, in connection with the filing its activities set forth in this Section 5.3, including, where necessary, furnishing a power of Tax Returns; any audit, litigationattorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other proceeding evidence, and making its employees available at reasonable business hours; provided that the enforcing Party shall reimburse such other Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Unless otherwise set forth herein, the enforcing Party shall have the right to settle such claim; provided that neither Party shall have the right to settle any Infringement litigation under this Section 5.3 in a manner that reasonably may have a material adverse effect on the rights or interest of the other Party or its Affiliates (including, in the case of MedImmune as the other Party, a material adverse effect on the AstraZeneca Product) or in a manner that imposes any costs or liability on, or involves any admission by, the other Party, without the express written consent of such other Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing or anything to the contrary in this Agreement, MedImmune shall have the sole and absolute discretion to settle any claims with respect to Taxes; the AstraZeneca Product or any AstraZeneca Product Patent, without consultation with Licensee and without regard to the determination whether effect of such settlements on any Licensed Product (provided that, if any such settlement of claims with respect to file any AstraZeneca Product also involves a 338(h)(10settlement of claims with respect to any Licensed Product, MedImmune shall not settle any claims specifically with respect to the Licensed Product in a manner that would impose any costs or liability on, or involves any admission by, Licensee, without the express written consent of Licensee). In connection with any activities with respect to an Infringement action prosecuted by the applicable enforcing Party pursuant to this Section 5.3 involving Licensed Patents, the PhaseBio Selected Patents or Joint Patents, the enforcing Party shall (a) Electionconsult with the other Party as to the strategy for the prosecution of such claim, suit, or proceeding, (b) consider in good faith any comments from the other Party with respect thereto, and (c) keep the other Party reasonably informed of any material steps taken, and provide copies of all material documents filed, in connection with such action. Such cooperation may includeNotwithstanding the foregoing, MedImmune shall have no obligations under this Section 5.3.6, and no right to settle any Infringement action, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information PhaseBio Patents that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 in this Agreement)PhaseBio Selected Patents.

Cooperation. The Buyer, EOIR, Members and the Sellers Company acknowledge and agree that each of them shall cooperate fullyreasonably to obtain the requisite authorization, as and approval or consent of any Governmental Body necessary to consummate (i) any Transfers contemplated or permitted by this Article VI or (ii) any indirect transfer of ownership interests of any direct or indirect member of the Investor Group (“Investor Group Transfer”) to the extent reasonably requested that such transfer necessitates the Company, any of its Subsidiaries, or the FE Member’s participation in order to obtain such authorization, approval or consent of an applicable Governmental Body. The Members shall have the right in connection with any Transfer of Membership Interests permitted by this Agreement or any other such Party, Investor Group Transfer (or in connection with the filing investigation or consideration of Tax Returns; any audit, litigation, such potential Transfer or other proceeding Investor Group Transfer) to require the Company to reasonably cooperate with respect to Taxes; potential purchasers in such prospective Transfer or Investor Group Transfer (at the sole cost and expense of the determination whether to file a 338(h)(10applicable Member or such potential purchasers) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is by taking such actions reasonably requested by the Sellersapplicable Member or such potential purchasers, including (a) preparing or assisting in the preparation of due diligence materials, (b) providing access to the Company’s and each of its Subsidiaries’ books, records, properties and other materials (subject, in each case, to the execution of customary confidentiality and non-disclosure agreements) to potential purchasers, and EOIR's signing (c) making the directors, officers, employees (if any) and other Representatives of the Company and its Subsidiaries available to potential purchasers for presentations and due diligence interviews; provided that no such Tax Returns. Such cooperation also by the Company shall include be required (i) until the retention relevant potential purchaser executes and delivers to the Company a customary confidentiality agreement, (ii) to the extent such cooperation would unreasonably interfere with the normal business operations of the Company or any of its Subsidiaries, and (upon any Party's requestiii) to the extent the provision of records and any information that are reasonably relevant to any audit, litigationwould (A) conflict with, or other proceeding and making employees available on constitute a mutually convenient basis to provide additional information and explanation violation of, any applicable Law or cause a loss of any material provided hereunder. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration attorney-client privilege of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, use their best efforts to obtain any certificate or other document from any governmental authority Company or any of its Subsidiaries, (B) other Person than as may be necessary for the purpose of any regulatory filings necessary to mitigateconsummate any such Transfer or Investor Group Transfer, reducein the FE Member’s reasonable and good faith determination, require the disclosure of any information that is proprietary, confidential or sensitive to the FE Member or to any other member of the FE Outside Group, (C) other than as may be necessary for the purpose of any regulatory filings necessary to consummate any such Transfer or Investor Group Transfer, in the Investor Member’s reasonable and good faith determination, require the disclosure of any information that is proprietary, confidential or sensitive to the Investor Member, or eliminate (D) require the disclosure of any confidential information relating to any joint, combined, consolidated or unitary Tax Return that could be imposed (includingincludes the FE Member or any other member of the FE Outside Group or any supporting work papers or other documentation related thereto. Notwithstanding, but not limited to, with respect anything herein to the transactions contrary, the Company will not be required in connection with any Transfers contemplated or permitted by this Article VI or any Investor Group Transfer to offer or grant any non-de minimis accommodation or concession (financial or otherwise) to any Third Party or to otherwise suffer any non-de minimis detriment in connection with obtaining any authorization, approval or consent of any Governmental Body in connection with such transfer (it being understood that costs and expenses incurred by the Company that are promptly reimbursed by the Member seeking to effect such transfer will not be considered a “detriment” for purposes of this Agreementsentence).

Cooperation. The Buyer, EOIR, and Each Party shall use reasonable efforts to implement the Sellers shall cooperate fully, as provisions of and to administer this Agreement in accordance with the extent reasonably requested intent of the Parties to minimize all taxes, so long as neither Party is materially adversely affected by such efforts. Governmental Charges . Provider shall pay or cause to be paid all taxes imposed by any other such Party, in connection with the filing of Tax Returns; any audit, litigation, Governmental Authority (“Governmental Charges”) on or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) Showing Quantity, by reason of the Buyer's consent to an election that does not adversely affect the Buyer execution, delivery, performance or EOIR after the Closing and that is reasonably requested enforcement of this Agreement or by the Sellers, and EOIR's signing reason of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any audit, litigationtransactions contemplated by this Agreement, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 Provider Supply Agreement and the transactions contemplated in thereunder, but not with respect to CPE’s use of the Showing Quantities after [delivery] by Provider. If CPE is required by Law to remit or pay Governmental Charges which are Provider’s responsibility hereunder, CPE may invoice for, or deduct, the amount of any such Governmental Charges from the sums due to Provider under Article Four of this Agreement. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under Law. LIMITATIONS EXCEPT AS MAY OTHERWISE BE EXPRESSLY PROVIDED IN THIS AGREEMENT, THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED UNLESS THE PROVISION IN QUESTION PROVIDES THAT THE EXPRESS REMEDIES ARE IN ADDITION TO OTHER REMEDIES THAT MAY BE AVAILABLE. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, THE OBLIGOR’S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED UNLESS EXPRESSLY HEREIN PROVIDED. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION (OTHER THAN IN SECTIONS Seven.1 THROUGH Seven.6 (INDEMNITIES).) OR OTHERWISE EXCEPT TO THE EXTENT PART OF AN EXPRESS REMEDY OR MEASURE OF DAMAGES HEREIN. UNLESS EXPRESSLY HEREIN PROVIDED, AND SUBJECT TO THE PROVISIONS OF SECTIONS Seven.1 THROUGH Seven.6 (INDEMNITIES) IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. DISPUTE RESOLUTION Management Negotiations . The Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement or any related agreements by prompt negotiations between each Party’s authorized representative, or such other person designated in writing as a representative of the Party. ASSIGNMENT

Cooperation. The Buyer(a) Upon the request of Parent, EOIRthe Company shall, and shall cause its Subsidiaries to, assist and cooperate with Parent in connection with (A) any proposed (i) sale of all or a substantial portion of the Sellers shall cooperate fullyCompany’s and/or any of its Subsidiaries’ ownership interest in, as and or all or a substantial portion of the assets of, the Flextech Group, to, or (ii) entry into a joint venture or other business combination transaction relating to the extent reasonably requested by Flextech Group with, in either case, one or more Third Parties (any other such proposed or potential Third Party, a “Flextech Transaction Party”) and on such terms and conditions as Parent shall determine (any transactions contemplated by clause (i) or (ii) above, a “Flextech Transaction”), provided that, (1) Parent shall consult with the Company and give reasonable consideration to the views of the Company as to the manner of effecting any Flextech Transaction or the process relating thereto, which Parent shall, in each case, have the right to direct, (2) representatives of the Company shall be permitted to participate fully in any negotiations with a Flextech Transaction Party, (3) Parent shall, promptly upon receipt of appropriate invoices therefore, reimburse the Company and its Subsidiaries and the members of the Flextech Group for their reasonable out of pocket costs in complying with this Section 6.07(a)(A) and (4) no obligation of the Company or any of its Subsidiaries under any agreement or instrument with respect to any Flextech Transaction (other than this Agreement) shall be effective until the Effective Time and none of the Company or any of its Subsidiaries shall have any obligation or liability under any such agreement or instrument prior to the Effective Time, (B) any Flextech Group Restructuring, provided that, the Company shall not be obligated to undertake any action as part of any such restructuring if such action would result in any significant cost or detriment to the Company or any of its Subsidiaries unless Parent agrees to compensate the Company or the relevant Subsidiaries for such cost or detriment in the event that this Agreement is terminated, and (C) obtaining the Waiver, the process in relation to which Parent shall have the right to direct, (it being agreed that neither the Company nor any of its Subsidiaries will, without the prior written consent of Parent, pay any consideration, or undertake any obligation or liability, to BBC Worldwide Limited or any of its Affiliates in connection with the filing Waiver). (b) Without limiting the generality of Tax Returns; the foregoing, the Company shall, and shall cause its Subsidiaries to, (A) in connection with any auditFlextech Transaction, litigation(i) give to any such Flextech Transaction Party, or its counsel, financial advisors, auditors and other proceeding with respect authorized representatives reasonable access to Taxes; the offices, properties, books and records of the determination whether Company and its Subsidiaries relating to file a 338(h)(10the Flextech Group, (ii) Election. Such cooperation may includefurnish to any such Flextech Transaction Party, its counsel, financial advisors, auditors, and other authorized representatives such financial and operating data and other information with respect to the Tax Returns described Flextech Group as such Persons may reasonably request, and (iii) assist in SECTION 4.1 taking or making any action by or in respect of, or filing with, any Governmental Authority, and obtaining any actions, consents, approvals or waivers required to be obtained, in each case, as customarily required in connection with the consummation of any Flextech Transaction, and (AB) in connection with any of the Buyer's consent transactions contemplated by this Agreement (including without limitation for the purpose of obtaining finance for any such transaction), promptly upon Parent’s request, provide to an election that does not adversely affect Parent, each Subsidiary of Parent and/or Ernst & Young LLP (or any other advisers appointed by Parent for such purpose) all assistance, information and access required by any of them in connection with the Buyer preparation for or EOIR after implementation of any financial assistance whitewash procedure (in accordance with sections 155 to 158 of the U.K. Companies Act 1985) required to be undertaken by Sit-up Limited or any other Subsidiary of the Company to enable it to give financial assistance in connection with any such transaction (the “Whitewash Procedure”), including: (1) providing them with all accounting and financial information and records requested by them in relation to any such company; (2) preparing and providing to them all reports, analyses and other materials reasonably required by them in relation to any such company; and (3) providing them with access to the appropriate personnel of any such company. In addition, with effect from and subject to the occurrence of the Closing and that is reasonably requested Date, the Company shall, if so directed by the SellersParent, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books cause the directors of any such company required to undertake the Whitewash Procedure to resign, and records shall cause individuals nominated by Parent to be appointed as the directors of each such company in their place; and (ii) cause the auditors of each such company required to undertake the Whitewash Procedure to resign and shall cause Ernst & Young, LLP (or any other firm of accountants nominated by Parent for such purpose) to be appointed as the auditors in their place. (c) Notwithstanding anything to the contrary contained herein, the assistance and cooperation contemplated by Sections 6.07(a) and 6.07(b) above shall not require the Company or its Subsidiaries to take any action that unreasonably interferes with the business operations of the Company and its Subsidiaries (including the Flextech Group). Parent shall not take any action in connection with a Flextech Transaction or the Flextech Group Restructuring that would reasonably be expected to adversely affect in any material respect the Flextech Group or the Company’s interest therein if the Merger is not consummated. (d) The Company shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to assist and cooperate with Parent in Parent’s efforts to obtain the private letter ruling, closing agreement or similar document described in Section 9.02(g)(i), including by giving such representations as Parent may reasonably request. (e) After the date hereof and prior to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to assist and cooperate with Parent and its Subsidiaries such that Parent is able to comply, on a timely basis after the Effective Time (without regard to grace periods thereunder with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before acquisitions), with the Closing until applicable provisions under the expiration Xxxxxxxx-Xxxxx Act and the 1934 Act, including those regarding the reliability of the statute combined company’s financial reporting and the preparation of limitations the combined company’s financial statements for external purposes (andincluding Sections 302 and 404 of the Xxxxxxxx-Xxxxx Act and Rules 13a-14 and 15d-14 of the 1934 Act); provided that, the foregoing shall not require the Company or its Subsidiaries to take any action that unreasonably interferes with the extent notified business operations of the Company and its Subsidiaries or incur any unreimbursed out-of-pocket expense. (f) The Company agrees that (i) upon the receipt of a written request from Parent, it will promptly withdraw, and/or cause its Subsidiaries to withdraw, the request filed by the Buyer, any extensions thereof) Company and/or its Subsidiaries with the Internal Revenue Service under §301.9100 of the respective taxable periodsProcedure and Administration Regulations on September 1, and to abide by all record retention agreements entered into with any taxing authority2005, and (ii) give upon the other Party reasonable receipt of a written notice prior request from Parent, it will seek permission from the Internal Revenue Service to transferring, destroying, revoke any election made or discarding any such books and records and, if purportedly made by the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, use their best efforts to obtain any certificate or other document from any governmental authority Company 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 of its Subsidiaries under Section 108(b)(5) of the transactions contemplated in this Agreement)Code.

Cooperation. The BuyerUpon the receipt of reasonable notice from the Company (including the Company’s outside counsel), EOIRthe Employee agrees that while employed by the Company and thereafter, the Employee will respond and provide information with regard to matters of which the Employee has knowledge as a result of the Employee’s employment with the Company, and will provide reasonable assistance to the Sellers shall cooperate fullyCompany, as its Subsidiaries and Affiliates and their respective representatives in defense of any claims that may be made against the Company or its Subsidiaries or Affiliates (or any member thereof), and will provide reasonable assistance to the Company, its Subsidiaries and Affiliates in the prosecution of any claims that may be made by the Company, its Subsidiaries or Affiliates (or any member thereof), to the extent reasonably requested that such claims may relate to matters related to the Employee’s period of employment with the Company (or any predecessors). Any request for such cooperation shall take into account the Employee’s other personal and business commitments. The Employee also agrees to promptly inform the Company (to the extent the Employee is legally permitted to do so) if the Employee is asked to assist in any investigation of the Company, its Subsidiaries or Affiliates (or any member thereof) or their actions, regardless of whether a lawsuit or other proceeding has then been filed with respect to such investigation and shall not do so unless legally required. If the Employee is required to provide any services pursuant to this Section 12(e) following the Performance Period, upon presentation of appropriate documentation, then the Company: (i) shall promptly compensate the Employee for all time incurred in these activities at an hourly rate of pay equal to the Employee’s most recent annual base salary divided by any other such Party2080 hours; and (ii) shall promptly reimburse the Employee for reasonable out-of-pocket travel, lodging, communication and duplication expenses incurred in connection with the filing performance of Tax Returns; any audit, litigation, or other proceeding such services and in accordance with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the SellersCompany’s expense policy for its senior officers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, for legal fees to the extent notified by the BuyerBoard in good faith reasonably believes that separate representation is warranted. The Employee’s entitlement to reimbursement of such costs and expenses, including legal fees, pursuant to this Section 12(e), shall in no way affect the Employee’s rights, if any, to be indemnified and/or advanced expenses in accordance with the Company’s (or any of its subsidiaries’ or affiliates’) corporate or other organizational documents, any extensions thereof) of the respective taxable periodsapplicable insurance policy, and to abide by all record retention agreements entered into and/or in accordance with any taxing authority, and (ii) 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, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 in this Agreement).

Cooperation. The Buyer, EOIR, Buyer and the Sellers shall cooperate fully, fully as and to the extent reasonably requested by any the other such Party, in connection with the filing of Tax Returns; Returns and any inquiry, claim, assessment, audit, litigation, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, Taxes imposed on or with respect to the Tax Returns described in SECTION 4.1 (A) assets, operations or activities of the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax ReturnsCompany. Such cooperation also shall include the retention and (upon any the other Party's ’s request) the provision of records and information that which are reasonably relevant to any audit, litigation, such Tax Returns or other proceeding Tax Proceedings and making employees representatives and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. EOIR Notwithstanding anything to the contrary in this Agreement, Sellers shall, at their sole cost and expense, control any Tax Proceeding with respect to a Pre-Closing Flow-Through Return or Seller Consolidated Return (including the appointment or replacement of the “partnership representative” (as defined in Section 6223 of the Code), a designated individual, or any similar agents or representatives), and Buyer shall, and shall cause its Affiliates, successors and assigns to, (i) promptly notify Sellers of any such Tax Proceeding and correspondence in connection therewith, (ii) reasonably cooperate with Sellers in respect of such Tax Proceeding, and (iii) not conduct, settle or compromise any Tax Proceeding with respect to a Pre-Closing Flow-Through Return without the prior written consent of Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. Sellers shall (i) retain all books and records keep Buyer reasonably informed of the progress of any Tax Proceeding with respect to a Pre-Closing Flow-Through Return, (ii) permit Buyer (or Buyer’s counsel) to observe, at Buyer’s sole cost and expense, such Tax matters pertinent to EOIR relating to any taxable period beginning before Proceeding, including in meetings with the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityapplicable Governmental Authority, and (iiiii) give the other Party reasonable written notice prior to transferringnot settle, destroying, or discarding compromise and/or concede any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession portion of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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, Proceeding with respect to a Pre-Closing Flow-Through Return that could reasonably be anticipated to result in a material Tax liability for Buyer or the transactions contemplated in this Agreement)Company without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed.

Cooperation. The Buyer, EOIR, (a) SHC and the Sellers LE Entities shall cooperate fully, as fully at such time and to the extent reasonably requested by the other party in connection with the preparation and filing of any Tax Return or the conduct of any Tax Controversy concerning any issues or any other matter contemplated hereunder. Such cooperation shall include, without limitation, (i) the retention and provision on demand of books, records, documentation or other information relating to any Tax Return until the later of (x) the expiration of the applicable federal or state statute of limitation (giving effect to any extension, waiver, or mitigation thereof) and (y) in the event any claim has been made under this Agreement for which such Partyinformation is relevant, until a Final Determination with respect to such claim; (ii) the filing or execution of any document that may be necessary or reasonably helpful in connection with the filing of any Tax Returns; any audit, litigationReturn, or other proceeding claim for a refund of Taxes previously paid, by either party, or in connection with respect to Taxesany Tax Controversy addressed in the preceding sentence (including a requisite power of attorney); and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (Aiii) the Buyer's consent use of the parties’ best efforts to an election obtain any documentation from a governmental authority or a third party that does not adversely affect may be necessary or helpful in connection with the Buyer or EOIR after the Closing foregoing. Each party shall make its employees and that is facilities reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any audit, litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information facilitate such cooperation. (b) SHC and explanation the LE Entities shall use reasonable efforts to keep each other informed as to the status of Tax Controversies involving any issue which could give rise to any liability of the other party under this Agreement. SHC and the LE Entities shall each promptly notify the other of any material provided hereunderinquiries by any Taxing Authority or any other administrative, judicial or other governmental authority that relate to any Tax that may be imposed on the other or any Affiliate of the other that might give rise to any liability under this Agreement. EOIR and SHC shall have sole control of any Tax Controversy relating to the Sellers Consolidated Group or to any Pre-Distribution Taxes. SHC shall (i) retain all books and records with respect to have sole control of any Tax matters pertinent to EOIR Controversy relating to any taxable period beginning before State Combined and Consolidated Return, provided, that in the Closing until case of any such Tax Controversy that may affect Taxes for which the expiration LE Entities have responsibility hereunder, the LE Entities may participate in such Tax Controversies at their own expense. If the potential liability of the statute of limitations (andLE Entities under this Agreement relating to any Tax Controversy exceeds $100,000, to SHC shall not settle or concede such Tax Controversy without the extent notified by the Buyer, any extensions thereof) prior written consent of the respective taxable periodsLE Entities, and not to abide by all record retention agreements entered into with any taxing authoritybe unreasonably withheld, and (ii) give the other Party reasonable written notice prior to transferring, destroying, conditioned or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 in this Agreement)delayed.

Cooperation. The Buyer(a) HEALTHSOUTH and Advantage Health shall together, EOIRor pursuant to an allocation of responsibility agreed to between them, and the Sellers shall (i) cooperate fully, as and with one another in determining whether any filings required to be made or consents required to be obtained in any jurisdiction prior to the extent reasonably requested by any other such Party, Effective Time in connection with the filing consummation of Tax Returns; the transactions contemplated hereby and cooperate in making any auditsuch filings promptly and in seeking to obtain timely any such consents, litigation(ii) use their respective reasonable best efforts to cause to be lifted any injunction prohibiting the Merger, or any part thereof, or the other proceeding transactions contemplated hereby, and (iii) furnish to one another and to one another's counsel all such information as may be required to effect the foregoing actions. (b) Subject to the terms and conditions herein provided, and unless this Plan of Merger shall have been validly terminated as provided herein, each of HEALTHSOUTH and Advantage Health shall use all reasonable efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with respect to Taxes; and the determination whether to file a 338(h)(10all legal requirements which may be imposed on such party (or any subsidiaries or affiliates of such party) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) Plan of Merger and to consummate the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellerstransactions contemplated hereby, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, subject to the extent notified by the Buyer, any extensions thereof) votes of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityits stockholders described above, and (ii) give to obtain (and to cooperate with the other Party reasonable written notice prior party to transferringobtain) any consent, destroyingauthorization, order or approval of, or discarding any such books and records andexemption by, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, use their best efforts to obtain any certificate or other document from any governmental authority entity and/or any other public or private third party which is required to be obtained or made by such party or any other Person as may be necessary to mitigate, reduce, of its subsidiaries or eliminate any Tax that could be imposed (including, but not limited to, affiliates in connection with respect to this Plan of Merger and the transactions contemplated hereby. Each of HEALTHSOUTH and Advantage Health shall promptly cooperate with and furnish information to the other in this Agreement)connection with any such burden suffered by, or requirement imposed upon, either of them or any of their subsidiaries or affiliates in connection with the foregoing.

Cooperation. The Buyer, EOIR, (a) Sellers and Purchaser shall each promptly give notice to the other upon becoming aware that any Action is pending or threatened by or before any Governmental Authority with respect to the Transactions. Sellers and Purchaser (i) shall cooperate fully, as and to the extent reasonably requested by any with each other such Party, in connection with the filing prosecution, investigation or defense of Tax Returns; any auditsuch Action, litigation(ii) shall supply as promptly as reasonably practicable all information requested by the other, by any such Governmental Authority or by any party to any such Action that is legally required to be produced, and (iii) shall each use commercially reasonable efforts to cause any such Action to be determined as promptly as reasonably practicable and in a manner which does not impact adversely on, and is consistent with, the Transactions. (b) After the Closing, each of Sellers and Purchaser shall use commercially reasonable efforts to provide to any other Party to this Agreement, any trustee or other bankruptcy estate representative or fiduciary and the United States Trustee (the “Requesting Party”) such records and information and to make available to the Requesting Party such employees or other personnel, in each case as may be reasonably requested in writing by the Requesting Party, for the purpose of responding to governmental inquiries, making required governmental filings or defending or prosecuting any Action or other proceeding with respect involving any Person other than the Party providing such information or records or making available such employees or other personnel (the “Providing Party”) and in resolving all claims, preparing all Tax Returns, and handling all matters necessary to Taxes; administer and close the determination whether to file a 338(h)(10) Election. Such cooperation may includeBankruptcy Cases, including assisting the Requesting Party in winding down the bankruptcy estate of Sellers, liquidating the Excluded Assets, pursuing or processing any Action with respect to the Tax Returns described in SECTION 4.1 (A) bankruptcy estate of Sellers or the Buyer's consent Excluded Liabilities; provided, however, that no Providing Party shall be required to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and provide information, records with respect or employees or other personnel under circumstances which the Providing Party believes in its sole reasonable determination may waive privilege, confidentiality or a similar protection or expose it to Tax matters pertinent to EOIR relating material liability to any taxable period beginning before the Closing until the expiration Person or may prejudice any legal interest of the statute of limitations (andProviding Party, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and or (ii) give take any action that in the other Party Providing Party’s reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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, determination unreasonably interferes with respect to the transactions contemplated in this Agreement)its business.

Cooperation. The Buyer, EOIR(a) Each party hereto shall perform all obligations under this Agreement in good faith and use commercially reasonable efforts to cooperate with the other in order to facilitate the provision and receipt of the Services. (b) Without limiting the foregoing, and the Sellers shall cooperate fullysubject to Section 7.2, as and to the extent reasonably requested by any other such Party, in connection with the filing of Tax Returns; any audit, litigation, or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books Purchasers and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until Company (and its Subsidiaries) shall follow the expiration workplace, security and data privacy policies, procedures, practices and requirements (collectively, the “Security Policies”) of the statute of limitations (and, Seller as applicable to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityServices, and (ii) give Seller shall follow the other Party reasonable written notice Security Policies of the Company as applicable to the Services to the extent that Seller was obligated to follow such Security Policies prior to transferringthe Closing; provided in the case of (i) and (ii) above, destroyingthat none of the foregoing parties will be obligated to follow any policies, or discarding any such books procedures and records andpractices to the extent in doing so it would be in violation of applicable Law; provided, if further, that the other Party so requestsforegoing will in no way limit a party’s obligations to obtain consents pursuant to Section 2.3(c). (c) Purchasers and the Company shall provide (and shall cause to be provided) to Seller and its employees, EOIR or agents, consultants and contractors the Sellersfollowing, at no cost to Seller, as necessary in the case may bereasonable judgment of Seller in order for Seller to provide the Services pursuant to the terms hereof: (i) access to facilities, shall allow hardware, equipment, systems, Intellectual Property and related items of the other Party to take possession of such books Company and records. Buyer, EOIRits Subsidiaries; and (ii) access to, and the Sellers shallcooperation of, upon requestpersonnel of Purchasers, use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be the Company and its Subsidiaries (including timely hiring and placement of those personnel necessary to mitigatefor knowledge transfer and assumption of functional responsibilities in connection with the Services). (d) A failure of Seller, reduceon the one hand, or eliminate any Tax Purchasers or the Company (and its Subsidiaries), on the other hand, to act in accordance with this Section 2.7 that could be imposed (includingprevents or materially inhibits the other party(s) ability to provide a Service or meet its obligations hereunder, but not limited toincluding the failure to comply with Security Policies with which it is obligated to comply hereunder, with respect will relieve such party(s) from such obligation until such time as the failure has ceased; provided, that the party that is unable to provide a Service or meet its obligations hereunder notifies the transactions contemplated in this Agreementother party(s) promptly after becoming aware of such failure by the other party(s).

Cooperation. The BuyerSubject to the terms and conditions set forth in this Agreement, EOIRthe Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and the Sellers shall cooperate fully, as do or cause to be done and to the extent reasonably requested by any other such Party, in connection assist and cooperate with the filing of Tax Returns; any auditother parties in doing, litigationall things, necessary, proper or other proceeding with respect advisable to Taxes; consummate and make effective, and to satisfy all conditions to, the Merger and the determination whether to file a 338(h)(10) Election. Such cooperation may includeother transactions contemplated by this Agreement in the most expeditious manner practicable, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall including (i) retain obtaining of all books necessary actions or nonactions, waivers or Consents from Governmental Entities and records the making of all necessary registrations and filings (including filings with respect Governmental Entities) and the taking of all steps as may be necessary to Tax matters pertinent obtain any waiver or Consent from, or to EOIR relating avoid an action or proceeding by, any Governmental Entities, (ii) obtaining of all necessary waivers and Consents from third parties if any such waiver or Consent is or would reasonably be expected to any taxable period beginning before the Closing until the expiration be material to either of the statute Business Units or if any such waiver or Consent is otherwise necessary to permit the parties to consummate the transactions contemplated by this Agreement, and (iii) the execution and delivery of limitations any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. Parent will take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. The Company and Parent and their respective counsel shall, subject to applicable Law, promptly (x) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii) and (iii) immediately above and (y) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. Subject to applicable Laws, Parent and the Company shall have the right to review in advance and, to the extent notified by practicable, each will consult with the Buyerother on and consider in good faith the views of the other in connection with all filings made with, or written materials submitted to, any extensions thereof) third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing rights, each of the respective taxable periods, Company and to abide by all record retention agreements entered into with any taxing authority, Parent shall act reasonably and (ii) 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, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, use their best efforts to obtain any certificate or other document from any governmental authority or any other Person promptly 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 in this Agreement)practicable.

Cooperation. The Buyer, EOIR, and (a) If the Sellers shall cooperate fully, as and to Company or the extent reasonably requested by holders of the Company’s securities enter into any other such Party, transaction for which Rule 506 (or any similar rule then in connection with effect) promulgated under the filing of Tax Returns; any audit, litigation, or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation 1933 Act may include, be available with respect to the Tax Returns described in SECTION 4.1 transaction (A) the Buyer's consent to an election that does not adversely affect the Buyer including a merger, consolidation, or EOIR after the Closing and that is reasonably other reorganization), each Management Member shall, if requested by the SellersCompany, appoint a purchaser representative (as defined in Rule 501 of the 0000 Xxx) reasonably acceptable to the Company. If the purchaser representative is appointed by the Company, the Company shall pay the fees of the purchaser representative, but if any Management Member appoints another purchaser representative, such Management Member shall be responsible for the fees of the purchaser representative so appointed. (b) Each of Xxxxx, the Company and EOIR's signing the Management Members shall reasonably cooperate to effect any Transfers pursuant to Sections 2, 3, 4, 5 or 6 of this Agreement, including seeking and obtaining all such Tax Returns. Such cooperation also shall include approvals, authorizations, consents, waivers or clearances, the retention preparation of relevant documentation and (upon supplying, as promptly as practicable, any Party's request) the provision of records and information that are reasonably relevant to any audit, litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any documentary material provided hereunder. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periodsthat may be requested or required in connection therewith, and to abide by all record retention agreements entered into with any taxing authority, and (ii) 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, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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, keep one another reasonably informed with respect to the transactions status of each clearance, approval or waiver sought from any Governmental Authority in connection with any Transfers contemplated by this Agreement and any material communications between such party and such Governmental Authority. (c) No Management Member shall be obligated to pay any expenses incurred in this Agreement)connection with any unconsummated Company Exit Sale or Parent Exit Sale, and each Management Member shall bear only his or her pro-rata share (based on the number of Shares Transferred by such Management Member in such transaction) of expenses incurred in connection with a consummated Company Exit Sale or Parent Exit Sale, or Company Tag-Along Sale or Parent Tag-Along Sale (in each case, whether or not consummated) to the extent such expenses are incurred for the benefit of all Shareholders and are not otherwise paid by the Company or another Person. (d) Each Management Member shall bear his or her pro-rata share of the costs of any transaction in which he or she sells Management Shares (based on the number of Management Shares sold by such Management Member in such transaction) to the extent such costs are incurred for the benefit of all holders of Management Shares and are not otherwise paid by the Company or the acquiring party.

Cooperation. The Buyer(i) For so long as Purchaser has the right to exercise any pre-emptive rights pursuant to this Section 5, EOIReach party hereto shall use its commercially reasonable efforts to obtain all authorizations, consents, orders and approvals of all governmental authorities and officials that may be or become necessary in connection with Purchaser's exercise of such rights, and will cooperate reasonably with the Sellers shall other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The parties hereto agree to cooperate fullyreasonably, complete and file any joint applications for any authorizations from any governmental authorities reasonably necessary or desirable to effectuate the transactions contemplated by this Section 5. The parties hereto agree that they will keep each other apprised of the status of matters relating to the exercise of the pre-emptive rights contemplated under this Section 5, including reasonably promptly furnishing the other with copies of notices or other communications received by the Company or Purchaser, from all third parties and governmental authorities with respect to the pre-emptive rights contemplated by this Section 5. (ii) For so long as Purchaser has the right to exercise any pre-emptive rights pursuant to this Section 5, the Company and Purchaser agree to reasonably promptly prepare and file, if necessary, any filing under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "DOJ") in order to enable Purchaser to exercise such pre-emptive rights under this Section 5. Each party hereby covenants to cooperate reasonably with the other such party to the extent reasonably necessary to assist in making any reasonable supplemental presentations to the FTC or the DOJ, and, if requested by any other such Partythe FTC or the DOJ, to reasonably promptly amend or furnish additional information thereunder. (iii) Any reasonable out-of-pocket costs and expenses arising in connection with the filing of Tax Returns; any audit, litigation, or other proceeding with respect actions taken pursuant to Taxes; and the determination whether to file a 338(h)(10this Section 5(e) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested shall be borne by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 in this Agreement)Purchaser.

Cooperation. The Buyer(a) Except to the extent otherwise allowed by Section 5.4, EOIReach party hereto shall cooperate with the other to fulfill the closing conditions set forth in Article 6 and Article 7, including delivery of all documents set forth in such conditions. (b) Without limiting the foregoing, each party hereto shall take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and shall use all commercially reasonable efforts to obtain, as promptly as practicable, all authorizations, consents, orders and approvals of all Governmental Entities that may be or become necessary for such party’s execution and delivery of, and the Sellers performance of its obligations pursuant to, this Agreement and the other Transaction Documents, including under the HSR Act. Each party hereto shall cooperate fullymake all necessary filings to be made by them, as and to the extent reasonably requested by thereafter make any other such Party, in connection with the filing of Tax Returns; any audit, litigation, required or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may includeappropriate submissions, with respect to this Agreement, the Tax Returns described in SECTION 4.1 (A) other Transaction Documents and the Buyer's consent transactions contemplated hereby and thereby required under the HSR Act and each party shall make, as soon as reasonably practicable, all other necessary filings to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested be made by the Sellersit, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, use their best efforts to obtain any certificate or other document from any governmental authority or thereafter make any other Person as may be necessary to mitigate, reduce, required or eliminate any Tax that could be imposed (including, but not limited toappropriate submissions, with respect to this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, including, following approval by the Company’s stockholders, the filing by the Company of the Certificate of Incorporation Amendments with the State of Delaware, Department of State: Division of Corporations. Each party will cooperate fully (including, without limitation, by providing all information and reasonable assistance as the other party requests in connection with its preparation of any filing or submission that is necessary under the HSR Act) with the other parties in promptly seeking to obtain all such authorizations, consents, orders and approvals. (c) Each party hereto shall promptly inform the other party of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement). If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity in respect of the transactions contemplated hereby, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request.

Cooperation. The Buyer(i) For so long as Purchaser has the right to exercise any pre-emptive rights pursuant to this Section 5, EOIReach party hereto shall use its commercially reasonable efforts to obtain all authorizations, consents, orders and approvals of all governmental authorities and officials that may be or become necessary in connection with Purchaser's exercise of such rights, and will cooperate reasonably with the Sellers shall other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The parties hereto agree to cooperate fullyreasonably, complete and file any joint applications for any authorizations from any governmental authorities reasonably necessary or desirable to effectuate the transactions contemplated by this Section 5. The parties hereto agree that they will keep each other apprised of the status of matters relating to the exercise of the pre-emptive rights contemplated under this Section 5, including reasonably promptly furnishing the other with copies of notices or other communications received by the Company or Purchaser, from all third parties and governmental authorities with respect to the pre-emptive rights contemplated by this Section 5. (ii) For so long as Purchaser has the right to exercise any pre-emptive rights pursuant to this Section 5, the Company and Purchaser agree to reasonably promptly prepare and file, if necessary, any filing under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "DOJ") in order to enable Purchaser to exercise such pre-emptive rights under this Section 5. Each party hereby E-A-18 covenants to cooperate reasonably with the other such party to the extent reasonably necessary to assist in making any reasonable supplemental presentations to the FTC or the DOJ, and, if requested by any other such Partythe FTC or the DOJ, to reasonably promptly amend or furnish additional information thereunder. (iii) Any reasonable out-of-pocket costs and expenses arising in connection with the filing of Tax Returns; any audit, litigation, or other proceeding with respect actions taken pursuant to Taxes; and the determination whether to file a 338(h)(10this Section 5(e) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested shall be borne by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 in this Agreement)Purchaser.

Cooperation. The BuyerEach Party shall cause its Affiliates, EOIRemployees, consultants, sublicensees (and in the case of Celgene, Sublicensees), agents, or independent contractors to assign to the Party, such person’s or entity’s right, title and interest in and to any such Inventions, and the Sellers shall cooperate fullyintellectual property rights therein, as is necessary to enable such Party to fully effect the ownership of Inventions, and intellectual property rights therein, as provided for in this Section 7.2. Each Party shall also include provisions in its relevant agreements with Third Parties performing activities on its behalf pursuant to this Agreement or any Development & Commercialization Agreement, that effect the intent of this Section 7.2. Each Party agrees to provide reasonable cooperation to the extent reasonably requested by any other such Party, and shall cause its Affiliates, employees, consultants, sublicensees (and in connection with the filing case of Tax Returns; any auditCelgene, litigationSublicensees), agents, or other proceeding independent contractors to, cooperate with respect to Taxes; such Party and the determination whether to file a 338(h)(10) Election. Such cooperation may includetake all reasonable additional actions and execute such agreements, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing instruments and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, use their best efforts to obtain any certificate or other document from any governmental authority or any other Person documents as may be necessary reasonably required to mitigateperfect such Party’s right, reducetitle and interest in and to Inventions, or eliminate any Tax that could be imposed (includingand intellectual property rights therein, but not limited to, with respect to the transactions contemplated as set forth in this Section 7.2, including by executing and delivering all documents reasonably required to evidence or record any assignment pursuant to this Agreement or any Development & Commercialization Agreement). CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Cooperation. The Buyer(a) HEALTHSOUTH and Horizon/CMS shall together, EOIRor pursuant to an allocation of responsibility agreed to between them, and the Sellers shall (i) cooperate fully, as and with one another in determining whether any filings are required to be made or consents are required to be obtained in any jurisdiction prior to the extent reasonably requested by any other such Party, Effective Time in connection with the filing consummation of Tax Returns; the transactions contemplated hereby and in making any auditsuch filings promptly and in seeking to obtain timely any such consents, litigation(ii) use all commercially reasonable efforts to cause to be lifted any injunction prohibiting the Merger, or any part thereof, or the other proceeding transactions contemplated hereby, and (iii) furnish to one another and to one another's counsel all such information as may be required to effect the foregoing actions. (b) Subject to the terms and conditions herein provided, and unless this Plan of Merger shall have been validly terminated as provided herein, each of HEALTHSOUTH and Horizon/CMS shall use all commercially reasonable efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party (or any subsidiaries or affiliates of such party) with respect to Taxes; this Plan of Merger and to consummate the determination whether to file a 338(h)(10) Election. Such cooperation may includetransactions contemplated hereby, with respect subject to the Tax Returns vote of Horizon/CMS's stockholders described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityabove, and (ii) give to obtain (and to cooperate with the other Party reasonable written notice prior party to transferringobtain) any consent, destroyingauthorization, order or approval of, or discarding any such books and records andexemption by, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, use their best efforts to obtain any certificate or other document from any governmental authority entity or any other Person as may public or private third party which is required to be necessary to mitigate, reduce, obtained by such party or eliminate any Tax that could be imposed (including, but not limited to, of its subsidiaries or affiliates in connection with respect to this Plan of Merger and the transactions contemplated hereby. Each of HEALTHSOUTH and Horizon/CMS will promptly cooperate with and furnish information to the other in this Agreement)connection with any such burden suffered by, or requirement imposed upon, either of them or any of their subsidiaries or affiliates in connection with the foregoing.

Cooperation. The BuyerEmployee will, EOIRupon reasonable notice and subject to Employee’s other commitments, furnish such information and the Sellers shall cooperate fully, reasonable assistance to S&W as and to the extent it may reasonably requested by any other such Party, require in connection with the filing of Tax ReturnsSEC Matter (as defined in Section 3.2 below), any internal investigation into the circumstances giving rise to the SEC Matter, and any litigation against the S&W Parties (as defined in Section 4 below) in which Employee has relevant knowledge (“Litigation”); any audit, litigation, or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may such assistance shall include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that but is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 attending meetings for preparation of witnesses and voluntarily appearing at any proceedings for which S&W requests Employee’s appearance. Employee further agrees that he and his separate counsel will permit attorneys for S&W and their agents to actively participate and assist in the transactions contemplated preparation of Employee for any future testimony in this Agreementthe SEC Matter or Litigation. Such services by Employee through the first anniversary of the Resignation Date shall be without compensation; thereafter, such services shall be provided in exchange for reasonable consideration as may hereafter be mutually acceptable to Employee and S&W. In all instances, S&W shall directly pay (or, at Employee’s option, reimburse Employee for) all reasonable expenses incurred by Employee in providing such services. If Employee will incur more than $500 on any flight, lodging, or other expense incident to these services, he shall seek approval from S&W before incurring the expense, which approval shall be sought from and provided by S&W’s Chairman of the Board of Directors (or such other designee hereafter identified by S&W in writing to Employee), shall be timely provided and shall not be unreasonably withheld.

Cooperation. Each Party shall use reasonable efforts to implement the provisions of and to administer this Agreement in accordance with the intent of the Parties to minimize all taxes, so long as neither Party is materially adversely affected by such efforts. Governmental Charges . Provider shall pay or cause to be paid all taxes imposed by any Governmental Authority (“Governmental Charges”) on or with respect to the Showing Quantity, by reason of the execution, delivery, performance or enforcement of this Agreement or by reason of transactions contemplated by this Agreement, or with respect to the Provider Supply Agreement and the transactions contemplated thereunder, but not with respect to CPE’s use of the Showing Quantities after [delivery] by Provider. If CPE is required by Law to remit or pay Governmental Charges which are Provider’s responsibility hereunder, CPE may invoice for, or deduct, the amount of any such Governmental Charges from the sums due to Provider under Article Four of this Agreement. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under Law. LIMITATIONS EXCEPT AS MAY OTHERWISE BE EXPRESSLY PROVIDED IN THIS AGREEMENT, THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED UNLESS THE PROVISION IN QUESTION PROVIDES THAT THE EXPRESS REMEDIES ARE IN ADDITION TO OTHER REMEDIES THAT MAY BE AVAILABLE. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, THE OBLIGOR’S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED UNLESS EXPRESSLY HEREIN PROVIDED. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION (OTHER THAN IN SECTIONS Seven.1 THROUGH Seven.6) OR OTHERWISE EXCEPT TO THE EXTENT PART OF AN EXPRESS REMEDY OR MEASURE OF DAMAGES HEREIN. UNLESS EXPRESSLY HEREIN PROVIDED, AND SUBJECT TO THE PROVISIONS OF SECTIONS Seven.1 THROUGH Seven.6 (INDEMNITIES), IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. DISPUTE RESOLUTION Intent of the Parties . Except as provided in the next sentence, the sole procedure to resolve any claim arising out of or relating to this Agreement or any related agreement is the dispute resolution procedure set forth in this Article Eleven. Either Party may seek a preliminary injunction or other provisional judicial remedy if such action is necessary to prevent irreparable harm or preserve the status quo, in which case both Parties nonetheless will continue to pursue resolution of the dispute by means of this procedure. Management Negotiations . The BuyerParties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement or any related agreements by prompt negotiations between each Party’s Authorized Representative, EOIRor such other person designated in writing as a representative of the Party (each a “Manager”). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) Business Days of their first meeting (“Initial Negotiation End Date”), the Managers shall refer the matter to the designated senior officers of their respective companies (“Executive(s)”), who shall have authority to settle the dispute. Within five (5) Business Days of the Initial Negotiation End Date (“Referral Date”), each Party shall provide one another written Notice confirming the referral and identifying the name and title of the Executive who will represent the Party. Within five (5) Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than thirty (30) calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet as often as they reasonably deem necessary to exchange relevant information and to attempt to resolve the dispute. All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. If the matter is not resolved within forty-five (45) calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to Section Fourteen.2(b), refuses or does not meet within the thirty (30) calendar day period specified in Section Fourteen.2(b), either Party may initiate mediation of the controversy or claim according to the terms of the following Section Fourteen.3. Mediation . If the dispute cannot be so resolved by negotiation as set forth in Section Fourteen.2 above, it shall be resolved at the request of any Party through a two-step dispute resolution process administered by JAMS. As the first step the Parties agree to mediate any controversy before a mediator from the JAMS panel, pursuant to JAMS’s commercial mediation rules, in San Francisco, California. Either Party may begin mediation by serving a written demand for mediation. The mediator shall not have the authority to require, and the Sellers shall cooperate fullyneither Party may be compelled to engage in, as and any form of discovery prior to the extent reasonably requested by any other such Party, or in connection with the filing mediation. If within sixty (60) days after service of Tax Returns; any audita written demand for mediation, litigationthe mediation does not result in resolution of the dispute, then the controversy shall be settled by arbitration conducted by a retired judge or justice from the JAMS panel conducted in San Francisco, California, administered by and in accordance with JAMS’s Commercial Arbitration Rules (“Arbitration”). The period commencing from the date of the written demand for mediation until the appointment of a mediator shall be included within the sixty (60) day mediation period. Any mediator(s) and arbitrator(s) shall have no affiliation with, financial or other interest in, or other proceeding prior employment with respect to Taxes; either Party and shall be knowledgeable in the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration field of the statute dispute. If the dispute is not resolved within sixty (60) days of limitations service of the written demand for mediation, then either Party may initiate Arbitration by filing with the JAMS a Notice of intent to arbitrate within five (and5) days following the end of the mediation period. Arbitration . At the request of a Party, the arbitrator shall have the discretion to order depositions of witnesses to the extent notified the arbitrator deems such discovery relevant and appropriate. Depositions shall be limited to a maximum of three (3) per Party and shall be held within thirty (30) days of the making of a request. Additional depositions may be scheduled only with the permission of the arbitrator, and for good cause shown. Each deposition shall be limited to a maximum of six (6) hours duration unless otherwise permitted by the Buyerarbitrator for good cause shown. All objections are reserved for the Arbitration hearing except for objections based on privilege and proprietary and confidential information. The arbitrator shall also have discretion to order the Parties to exchange relevant documents. The arbitrator shall also have discretion to order the Parties to answer interrogatories, any extensions thereof) upon good cause shown. Each of the respective taxable periodsParties shall submit to the arbitrator, in accordance with a schedule set by the arbitrator, offers in the form of the award it considers the arbitrator should make. If the arbitrator requires the Parties to submit more than one such offer, the arbitrator shall designate a deadline by which time the Parties shall submit their last and best offer. In such proceedings the arbitrator shall be limited to awarding only one of the two “last and best” offers submitted, and shall not determine an alternative or compromise remedy. The arbitrator shall have no authority to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, award punitive or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, use their best efforts to obtain any certificate or other document from any governmental authority exemplary damages 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 damages other than direct and actual damages and the transactions other remedies contemplated in by this Agreement).

Cooperation. (a) Parent shall use its commercially reasonable efforts to obtain the Financing pursuant to the terms and conditions set forth in the Financing Commitments. Parent shall notify the Company if at any time prior to the Closing Date the Financing Commitment shall expire or be terminated, modified or amended for any reason. The Buyer, EOIRCompany shall provide, and shall cause the Sellers Company Subsidiaries to, and shall cooperate fullyuse commercially reasonable efforts to cause the respective officers, as employees and Representatives, including legal and accounting, of the Company and its Subsidiaries to the extent provide, all cooperation reasonably requested by any other such Party, Parent in connection with (i) the filing Financing, including providing such access and documentation and taking such action as is customary for transactions such as the Financing and (ii) the satisfaction of Tax Returns; the conditions in the Financing Commitment that require action by the Company, including those set forth in Section 3 of the Financing Commitment and Exhibit B thereto. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable out-of-pocket third party costs incurred by the Company or any auditof the Company Subsidiaries in connection with such cooperation. (b) If the Financing Commitment expires, litigation, is terminated or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect otherwise become unavailable prior to the Tax Returns described Closing, in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer whole or EOIR after the Closing and that is reasonably requested by the Sellersin part, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon for any Party's request) the provision of records and information that are reasonably relevant to any auditreason, litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. EOIR and the Sellers Parent shall (i) retain all books immediately notify the Company of such expiration, termination or other unavailability and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, reasons therefor and (ii) give use its reasonable best efforts promptly to arrange for alternative financing to replace the other Party reasonable written notice prior financing contemplated by such expired, terminated or otherwise unavailable commitments or agreements in an amount sufficient to transferring, destroying, or discarding any such books and records andconsummate the transactions contemplated by this Agreement. Without limiting the effect of the preceding sentence, if Parent is unable to obtain replacement financing from alternative sources within 25 Business Days after any expiration, termination or other unavailability of any of the other Party so requestsFinancing Commitment (provided, EOIR that in the event such 25-day period would delay the Closing, it shall be reduced to such period as would not delay the Closing but in no event less than ten Business Days), alternative financing may be proposed for Parent and Acquisition Sub by the Company (or, at the request of the Company, the Company’s advisors) with one or the Sellers, as the case may be, more financing sources and Parent shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, use their its reasonable best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary consummate such alternative financing, unless such alternative financing is on terms and conditions that are (x) materially less favorable to mitigateParent than the terms of the Financing Commitment that expired, reducewas terminated, or eliminate any Tax that could be imposed otherwise became unavailable or (including, but y) not limited to, with respect to the transactions contemplated in this Agreement)commercially reasonable.

Cooperation. The Buyer, EOIR, Seller shall assume and control the Sellers defense of a Third Party Claim pursuant to its obligations under clause (iv) of Section 9.1 and Buyer shall cause the Group Companies to reasonably cooperate fully, as and to with Seller in the extent reasonably requested by any other such Party, in connection with the filing of Tax Returns; any audit, litigation, defense or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Electionprosecution thereof. Such cooperation may shall include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellersat Seller’s reasonable request, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision to Seller at Seller’s expense of records and information in the possession, custody or control of the Group Companies that are reasonably relevant to any auditsuch Third Party Claim, litigation, or other proceeding and making employees of the Group Companies available on a mutually convenient basis to provide additional information and explanation of any records and material provided hereunder. EOIR From and after the Closing Date, Seller shall keep Buyer and the Sellers Group Companies reasonably informed on the status of all such Third Party Claims and Seller shall, at Buyer’s reasonable request and expense, make available to Buyer and/or the Group Companies for review and copying all relevant information in Seller’s possession, custody or control respecting any such Third Party Claim. Buyer shall have the right to participate or associate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Seller. Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any Action or meeting with respect to such defense. Notwithstanding the foregoing, Seller shall not settle such Third Party Claim without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to does not involve any taxable period beginning before the Closing until the expiration finding or admission of any violation of Law or any violation of the statute rights of limitations (andBuyer Indemnitees and would not have any adverse effect on any other claims that may be made against Buyer Indemnitees, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the does not involve any relief other than monetary damages that are paid in full by Seller and (iii) completely, finally and unconditionally releases Buyer Indemnitees in connection with such Third Party reasonable written notice prior Claim and would not otherwise adversely affect Buyer Indemnitees. If Seller proposes to transferring, destroying, or discarding accept any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession settlement of such books and records. Action which is not approved by Buyer, EOIR, and then Seller shall not be liable for any Losses in respect of such Action in excess of the Sellers shall, upon request, 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 in this Agreement)proposed settlement amount.

Cooperation. (a) Upon reasonable request by the Servicer, Owner shall promptly furnish the Servicer with such documents prepared by the Servicer and satisfactory in form and substance to Owner as may be necessary or appropriate to enable the Servicer to liquidate, collect payments against and otherwise service and manage the Mortgage Loans and Mortgaged Premises in accordance with this Agreement. (b) The Buyer, EOIRparties acknowledge that Owner will retain title to, and ownership and exclusive control of, the Sellers shall cooperate fully, as Mortgage Loans and the proceeds relating thereto (except to the extent reasonably requested by that the Servicer is entitled to any Protective Advances or Servicing Fees (including Ancillary Income) prior to disbursing any such proceeds to Owner, to the extent Servicer is so authorized pursuant to other such Partyterms and provisions in this Agreement) and that, except as set forth in connection with the filing of Tax Returns; preceding parenthetical, the Servicer will not acquire any audittitle to, litigationsecurity interest in, or other proceeding with respect rights of any kind in or to Taxes; such Mortgage Loans or proceeds. (c) Each party agrees that it shall take all actions and provide such documents and instruments as are reasonably necessary to carry out the purposes of this Agreement and any related Servicing Agreement and as may be reasonably requested to better assure and confirm the respective rights and obligations of the parties under this Agreement and any related Servicing Agreement. It is understood and agreed that the foregoing provision shall not operate to preclude or inhibit either party from the full exercise of its rights under this Agreement or any related Servicing Agreement. (d) The Servicer shall be responsible for responding promptly and accurately to all reasonable requests from Owner, the Borrower or other Persons for information relating to a Mortgage Loan or any Mortgaged Premises or to the Borrower that the Servicer is required or permitted to disclose to such Person, upon compliance by such Person of any conditions to the release of such information. (e) The Servicer shall promptly prepare all reports or other information required to respond to any inquiry from or give any necessary instructions to provider of hazard or flood insurance, or other insurer or guarantor, taxing authority, tax servicer, homeowners association, or condominium association. (f) At the request and at the expense of the Owner, the Servicer shall prepare and record or cause the preparation and recordation of any and all deeds, assignments of mortgage, and ancillary instruments relating to the conveyance of the Mortgaged Premises and the determination whether Mortgage Loans to file a 338(h)(10Owner or its designee, and shall supervise the efforts of any third party in preparing and recording such deeds and assignments of mortgage and ancillary instruments. (g) Election. Such cooperation may includeAt the request and expense of Owner, the Servicer shall cooperate with Owner in facilitating any financing or securitization of the Mortgage Loans (including furnishing such reports and information with respect to the Tax Returns described Mortgage Loans as Owner may reasonably request), and facilitating the transfer of servicing of the Mortgage Loans to such entity as Owner may designate in SECTION 4.1connection with a securitization of the Mortgage Loans. (Ah) The Servicer and any director, officer, employee or agent of the Buyer's consent Servicer may rely on any document of any kind which it in good faith reasonably believes to an election that does not adversely affect the Buyer be genuine and to have been adopted or EOIR after the Closing and that is reasonably requested signed by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon proper authorities respecting any Party's request) the provision of records and information that are reasonably relevant to any audit, litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided mattters arising hereunder. EOIR and Subject to the Sellers terms of Section 9.06 hereof, the Servicer shall have no obligation to appear with respect to, prosecute or defend any legal action which is not incidental to the Servicer's duty to service the Mortgage Loans in accordance with this Agreement. (i) retain all books and records with respect to Tax matters pertinent to EOIR relating Except as set forth in Section 9.06 herein, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to any taxable period beginning before Person for any action taken or for refraining from the Closing until taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the expiration Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of its duties or by reason of reckless disregard for its obligations and duties under this Agreement. The Servicer and any directors, officer, employee or agent of the statute Servicer may rely in good faith on any document of limitations (and, to the extent notified any kind prima facie properly executed and submitted by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with Person respecting any taxing authority, and (ii) 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, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 in this Agreement)matters arising hereunder.

Cooperation. The Buyer, EOIR, Acquiror and the Sellers Surviving Corporation shall cooperate fully, with the Directors and Officers in the defense and settlement of any claim made against them based upon or arising out of any actual or alleged wrongful act (as and such term may be defined in the applicable D&O Policies or Replacement D&O Policy) occurring at or prior to the extent reasonably requested Effective Time. Acquiror and the Surviving Corporation shall provide any reasonable assistance or information that may be required by any other such Party, a Director or Officer in connection with any such claim. Neither Acquiror, the filing Surviving Corporation nor any of Tax Returns; their respective representatives shall cause any audit, litigation, action or other proceeding with respect inaction that could reasonably be expected to Taxes; and jeopardize or otherwise impair the determination whether rights or ability of the Directors or Officers to file a 338(h)(10) Election. Such cooperation may include, with respect to recover loss amounts due under the Tax Returns described in SECTION 4.1D&O Policies or any Replacement D&O Policy. (Ae) Neither Acquiror nor the Buyer's consent Surviving Corporation shall take any action that could reasonably be expected to an election that does not adversely affect jeopardize or otherwise interfere with the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any audit, litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation ability of any material provided hereunder. EOIR of the Indemnified Parties to collect any proceeds payable under any of the D&O Policies. (f) Each of Tenneco, Acquiror and Subsidiary acknowledges and agrees that the Sellers Industrial Subsidiary's responsibilities hereunder for Claims Administration and Insurance Administration shall not relieve any Person submitting an insured claim under any of the D&O Policies of (i) retain all books the primary responsibility for giving notice of such insured claim accurately, completely and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (andin a timely manner, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and or (ii) give any other right or responsibility which such Person may have pursuant to the terms of any of the D&O Policies. (g) This SECTION 6.4 (and all other Party reasonable written notice prior provisions of this Agreement necessary or appropriate for purposes of enforcing this SECTION 6.4) is intended to transferring, destroying, or discarding any such books and records and, if be for the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIRbenefit of, and shall be enforceable by, the Sellers shallIndustrial Subsidiary and the Indemnified Parties, upon requesttheir heirs and personal representatives and shall be binding on Tenneco, use the Surviving Corporation and Acquiror and each of 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 in this Agreement).respective successors and assigns. 6.5

Cooperation. The BuyerIn connection with any termination of the Employee’s employment with the Company or as part of a process resulting in a sale of the Company, EOIRthe Employee agrees to assist the Company, as reasonably requested by the Company, in its succession planning efforts to facilitate a smooth transition of the Employee’s job responsibilities to the Employee’s successor. In addition, upon the receipt of reasonable notice from the Company (including outside counsel), the Employee agrees that while employed by the Company and for a period of twelve (12) months thereafter, the Employee will respond and provide information with regard to matters in which the Employee has knowledge as a result of the Employee’s employment with the Company, and will provide reasonable assistance to the Sellers shall cooperate fullyCompany Group and their respective representatives in defense of all claims that may be made against the Company Group, and will assist the Company Group (in a manner consistent with his status as and Chief Executive Officer or former Chief Executive Officer of the Company) in the prosecution of all claims that may be made by the Company Group, to the extent that such claims may relate to the period of the Employee’s employment with the Company. To the extent that the Employee’s assistance under this Section 10 is requested following the Employee’s termination of employment, the Company shall use commercially reasonable efforts to (i) provide the Employee with as much advance notice as is reasonably requested by any other such Party, practicable under the then existing circumstances in connection with any request for assistance under this Section 10, (ii) coordinate the filing scheduling of Tax Returnssuch assistance with the Employee in a manner that does not unreasonably interfere with the Employee’s subsequent employment or self-employment, and (iii) limit such assistance to the transition of the Employee’s duties and responsibilities to the Employee’s successor; any auditprovided, litigationhowever, or other proceeding with respect to Taxes; and that in the determination whether to file event of a 338(h)(10) Election. Such cooperation may include, scheduling conflict with respect to the Tax Returns described Employee’s subsequent employment, the Employee’s obligations to the Employee’s subsequent employer shall take precedence. During the Employment Term and for a period of twelve (12) months thereafter, the Employee agrees to promptly inform the Company if the Employee becomes aware of any lawsuit involving such claims that may be filed or threatened in SECTION 4.1 writing against the Company Group which in the Employee’s reasonable determination would be reasonably expected to result in a material adverse effect on the Company. During the Employment Term and for a period of twelve (A12) months thereafter, the Buyer's consent Employee also agrees to an election promptly inform the Company (to the extent that does not adversely affect the Buyer Employee is legally permitted to do so) if the Employee is asked to assist in any governmental investigation of the Company Group (or EOIR after the Closing and that is reasonably requested by the Sellerstheir actions), and EOIR's signing regardless of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any audit, litigation, whether a lawsuit or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. EOIR and has then been filed against the Sellers shall (i) retain all books and records Company Group with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before such investigation, and shall not do so unless legally required. Upon presentation of appropriate documentation, the Closing until Company shall pay or reimburse the expiration of Employee for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by the statute of limitations (Employee in complying with this Section 10, and, after the Employment Term, the Company shall pay the Employee a daily fee, in an amount (rounded down to the extent notified nearest whole cent) determined by dividing the Employee’s Base Salary as in effect on the date of termination by 365 (pro rated for partial days), for services rendered by the Buyer, Employee in complying with this Section 10; provided that no such payment shall be required by the Company under this Section 10 during any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 period in which severance is being paid to the transactions contemplated in this Agreement)Employee pursuant to Section 7(d) hereof.

Cooperation. The BuyerSubject to the terms and conditions set forth in this Agreement, EOIRthe Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Offer, the Merger, if applicable, and the Sellers shall cooperate fullyother transactions contemplated by this Agreement as soon as practicable. In furtherance of, and not in limitation of the foregoing, (i) cause the conditions to the Offer set forth in Annex B to be satisfied and cause the conditions to the Merger set forth in Article VII to be satisfied and (ii) each of Parent and the Company agree to file as promptly as practicable all documentation to effect all necessary, proper and advisable notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary, proper and advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the extent reasonably requested Offer, the Merger or any of the other transactions contemplated by this Agreement, including obtaining all necessary or appropriate consents, waivers and approvals under any other such Party, Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the filing consummation of Tax Returnsthe transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement; any auditprovided, litigationhowever, that nothing in this Agreement, including this Section 6.3(a), shall require either party, or other proceeding permit the Company, to undertake any efforts, or to take or consent to any action, if such efforts, action or consent would be reasonably expected to result in a material adverse effect on the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, or Parent and its Subsidiaries, taken as a whole. Parent shall have the right to direct all matters with respect any Governmental Entity consistent with its obligations hereunder; provided, that, subject to Taxes; reasonable limitations limiting access to outside counsel, Parent and the determination whether Company shall have the right to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described review in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (advance and, to the extent notified practicable, each will consult with the other on and consider in good faith the views of the other in connection with, any filing made with, or written materials submitted to or other communication with any Governmental Entity in connection with the Offer, the Merger and the other transactions contemplated by this Agreement. The parties shall give reasonable and good faith consideration to any reasonable comments made by the Buyer, any extensions thereof) of the respective taxable periods, other parties and to abide by all record retention agreements entered into with any taxing authority, and (ii) 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, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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, counsel with respect to any such filings. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as practicable. Neither the Company nor Parent shall extend any waiting period under the Antitrust Laws or enter into any agreement with any Governmental Entity not to consummate the transactions contemplated in by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld, conditioned or delayed). Neither the Company nor Parent shall take any action that would, or would be reasonably likely to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement.

Cooperation. The BuyerSubject to any restrictions under applicable laws, EOIRrules or regulations, each party hereto (i) shall promptly inform each other of any communication from any Governmental Authority concerning this Agreement, the transactions contemplated hereby and any filing, notification or request for approval related thereto and (ii) shall permit the Sellers other party hereto to review in advance any proposed written communication or information submitted to any such Governmental Authority in response thereto. In addition, neither Seller nor Buyer shall cooperate fullyagree to participate in any meeting with any Governmental Authority in respect of any filings, as and to the extent reasonably requested by any other such Party, in connection with the filing of Tax Returns; any audit, litigation, investigation or other proceeding inquiry with respect to Taxes; and this Agreement, the determination whether to file a 338(h)(10) Election. Such cooperation may includetransactions contemplated hereby or any such filing, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer notification or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (andrequest for approval related thereto unless, to the extent notified not prohibited by the Buyerany such Governmental Authority, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into it consults with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records party hereto in advance and, if gives the other Party so requestsparty hereto the opportunity to attend and participate thereat, EOIR in each case to the maximum extent practicable. Subject to any restrictions under applicable laws, rules or the Sellersregulations, Seller and Buyer shall furnish Buyer or Seller, as the case may be, shall allow with copies of all correspondence, filings and communications (and memoranda setting forth the other Party to take possession of such books substance thereof) between it and records. Buyer, EOIRits Affiliates and their respective representatives on the one hand, and the Sellers shall, upon request, use their best efforts to obtain any certificate Governmental Authority or members of its staff on the 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 tohand, with respect to this Agreement, the transactions contemplated hereby (excluding documents and communications which are subject to preexisting confidentiality agreements and to the attorney-client privilege or work product doctrine) or any such filing, notification or request for approval related thereto. Seller and Buyer shall also furnish the other party hereto with such necessary information and assistance as such other party and its Affiliates may reasonably request in connection with its preparation of necessary filings, registration or submissions of information to the Governmental Authority in connection with this Agreement), the transactions contemplated hereby and any such filing, notification or request for approval related thereto. Seller and Buyer shall prosecute all required requests for approval with all necessary diligence and otherwise use their respective commercially reasonable efforts to obtain the grant thereof as soon as possible.

Cooperation. (a) The BuyerCompany shall use commercially reasonable efforts to (i) provide the Committee and its Advisors with access reasonably necessary to Pursue the Claims and to Support the Government Actions, EOIRat normal business hours and upon reasonable notice, to the Company’s books and records (including electronic and archived documents and Litigation Materials) and the Sellers shall cooperate fully, as Company’s facilities and to current employees and Advisors of the extent reasonably requested by any other such PartyCompany and its Subsidiaries, including in connection with the filing of Tax Returns; any audit, litigation, or other proceeding with respect to Taxes; testimony in litigation and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityfactual investigation, and (ii) give generally provide support, and make its and its Subsidiaries’ employees and Advisors reasonably available to provide assistance and expertise at such times and in such places as reasonably necessary, to Pursue the other Party reasonable written notice prior to transferringClaims and Support the Government Actions; provided that, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as in the case may beof each of clauses (i) and (ii) above, (A) the Company only shall allow be required to provide such access and make its and its Subsidiaries’ employees and Advisors available to the other Party to take possession extent and in such manner as does not unreasonably interfere with the ongoing operations of such books the Company and records. Buyer, EOIRits Subsidiaries, and (B) the Sellers shall, upon request, Company may withhold access from the Committee to the extent that the Company is aware that (x) the Company or any of its Subsidiaries is subject to the terms of a confidentiality agreement with a third party or another contract that restricts such access (provided that the Company shall use their best its commercially reasonable efforts to obtain any certificate the required consent of such third party to provide such access), (y) providing such access would result in a loss of attorney-client or other document from legal privilege (provided that the Company shall use its commercially reasonable efforts to allow such access (or access to a portion thereof) in a manner that does not result in a loss of such privilege), or (z) providing such access would violate any governmental authority applicable Law (provided that the Company shall use its commercially reasonable efforts to provide such access in a manner that does not violate such applicable Law). The Company shall cooperate and render assistance in obtaining such access as reasonably necessary to Pursue the Claims and Support the Government Actions to former employees and Advisors of the Company and its Subsidiaries, including in connection with testimony in litigation and factual investigation; provided that (I) the Company only shall be required to provide such cooperation and assistance to the extent and in such manner as does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries, and (II) the Company shall have no obligation to cooperate or render such assistance to the extent that the Company reasonably believes (1) the Company or any of its Subsidiaries is subject to the terms of a confidentiality agreement with a third party or another contract that restricts such cooperation or assistance (provided that the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to provide such cooperation or assistance), (2) providing such cooperation or assistance would result in a loss of attorney-client or other Person legal privilege (provided that the Company shall use its commercially reasonable efforts to provide such cooperation or assistance (or as may much of it as possible) in a manner that does not result in a loss of such privilege), or (3) providing such cooperation or assistance would violate any applicable Law (provided that the Company shall use its commercially reasonable efforts to provide such cooperation or assistance in a manner that does not violate such applicable Law). Reasonable out-of-pocket expenses incurred by current or former employees or Advisors of the Company or its Subsidiaries (but in no event any compensation expenses of current employees of the Company or its Subsidiaries) in connection with the Committee’s access to them shall be reimbursed as Claims Expenses. Notwithstanding the foregoing, the Company shall use commercially reasonable efforts to make any employee or other person under its control available to testify at a trial or evidentiary hearing at the request of the Committee. (b) The Company shall (i) maintain in place any litigation document retention policies that exist as of the Effective Time and (ii) implement and maintain new litigation document retention policies as are reasonably necessary to mitigatePursue the Claims or Support the Government Actions; provided that in the case of implementing and maintaining any such new policies, reduce, or eliminate any Tax that could be imposed (including, but they shall not limited to, unreasonably interfere with respect to the transactions contemplated in this Agreement)ongoing operations of the Company and its Subsidiaries.

Cooperation. The Buyer(a) Each party covenants that it will use its commercially reasonable efforts to bring about the transactions contemplated by this Agreement as soon as practicable, EOIRunless this Agreement is terminated as provided herein. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use all commercially reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Sellers transactions contemplated by this Agreement at the earliest practicable time. GBC will cooperate with Cathay Bancorp in identifying material contracts of GBC and its Subsidiaries that are scheduled for renewal between the date of this Agreement and the Effective Time to provide appropriate notice of non-renewal if Cathay Bancorp informs GBC that it does not intend to continue the contractual relationship following the Effective Time; provided, however, such notice of non-renewal shall cooperate fully, as and to the extent reasonably requested by any other such Partynot be given if, in connection with the filing reasonable judgment of Tax Returns; GBC, the notice would impair the ability of GBC or any auditof its Subsidiaries to conduct its business in the event that this Agreement is terminated pursuant to Article VII hereof. (b) In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, litigation, or other proceeding with respect the proper officers and/or directors of the parties shall take all such necessary action. Each party shall use its commercially reasonable efforts to Taxes; preserve for itself and the determination whether to file a 338(h)(10) Election. Such cooperation may include, other parties hereto each available legal privilege with respect to the Tax Returns described in SECTION 4.1confidentiality of their negotiations and related communications, including the attorney-client privilege. (Ac) The parties shall cooperate with each other in announcing dividends and establishing dividend eligibility and payment dates for dividends permitted pursuant to Sections 4.1(a) and 4.3(a) hereof so that GBC's shareholders shall not receive a dividend from GBC and Cathay Bancorp in the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 in this Agreement)same calendar quarter.

Cooperation. The Buyer(a) Upon the terms and subject to the conditions and other agreements set forth in this Agreement, EOIReach of the Parties to this Agreement agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement. (b) During the period from the date hereof until the earlier of (i) the date this Agreement is terminated and (ii) the Closing Date, each Seller shall, and shall cause each Acquired Company and Acquired Company Subsidiary to, use its commercially reasonable efforts to maintain all material policies of fire, liability, workers’ compensation, employment practices liability, property, casualty and other forms of insurance existing as of the date hereof maintained for the benefit of the business or properties of the Acquired Companies or the Acquired Company Subsidiaries. (c) During the period from the date hereof until the earlier of (i) the date this Agreement is terminated and (ii) the Closing Date, neither Sellers nor Buyer shall take any action or omit to take any action for the purpose of directly or indirectly preventing, materially delaying or materially impeding (or that would reasonably be expected to prevent, materially delay or materially impede) the consummation of the transactions contemplated by this Agreement or agree, commit in writing or otherwise, to take any such actions, (d) With the prior consent of Sellers (which consent shall not be unreasonably withheld), at such times and on such dates during the period from the date hereof until the earlier of (i) the date this Agreement is terminated and (ii) the Closing Date (such times and dates to be agreed upon by the Parties as soon as practicable after the date of this Agreement), (A) Sellers shall allow, and shall cause the Acquired Companies and the Acquired Company Subsidiaries to allow, Buyer reasonable access to, and the opportunity to meet with, the Employees and (B) Sellers shall cooperate fullywith Buyer, and shall cause the Acquired Companies and the Acquired Company Subsidiaries to cooperate with Buyer, in its efforts to meet with the distributors of the Acquired Companies and the Acquired Company Subsidiaries to discuss the proposed transactions contemplated by this Agreement, employment and distributorship opportunities with Buyer and its Affiliates, and such other matters as may be agreed to by the Parties. (e) Sellers, the Acquired Companies and the Acquired Company Subsidiaries shall cooperate with Buyer from the date hereof through the Closing Date with respect to (i) identifying the Sellers Services (as defined in the Transition Services Agreement) to be provided pursuant to the extent reasonably requested by Transition Services Agreement, (ii) identifying material computer programs and databases (other than shrink wrap, click wrap or commercially available, off-the-shelf computer programs or databases) that are used in the provision of the Sellers Services, (iii) creation of the migration plan called for in Section 4.2 thereof and (iv) developing initial drafts of the schedules to the Transition Services Agreement within ninety (90) days of the date hereof; provided, however, that none of Sellers, the Acquired Companies or the Acquired Company Subsidiaries shall be required to incur any other such Party, out-of-pocket expenses in connection with the filing of Tax Returns; any audit, litigation, or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 in this Agreement)foregoing.

Cooperation. The BuyerFollowing the date of this Agreement, EOIRthe Parties shall, and shall cause their respective Subsidiaries to, use commercially reasonable efforts to cooperate with respect to any employee compensation or benefits matters that either Party reasonably determines require the Sellers cooperation of the other Party in order to accomplish the objectives of this Agreement; provided that, J&J shall cooperate fullydetermine in its sole discretion which (if any) Tax or securities filings, as and rulings or other actions to pursue prior to the extent reasonably requested by any other such Party, Distribution Date regarding the treatment of J&J Equity Awards in connection with the filing Second Step Transaction; provided further, that any Liabilities that may be incurred as a result of Tax Returns; the Parties taking or failing to take any auditsuch actions (including in respect of the continuing service credit provided under Sections 5.04 and 10.01) shall be Kenvue Employee Liabilities or J&J Employee Liabilities, litigationas applicable. Without limiting the generality of the preceding sentence, or other proceeding the Parties shall cooperate (a) in connection with any audits of any Benefit Plan with respect to Taxes; which such Party may have Information, (b) in connection with any audits of their respective payroll services (whether by a Governmental Authority in the United States or otherwise) in connection with the services provided by one Party to the other Party, (c) in connection with administering the J&J Benefit Plans and Kenvue Benefit Plans and (d) in good faith in connection with notifications to and consultations with works councils, labor unions and other employee representatives of employees of the J&J Group and the determination whether Kenvue Group. The obligations of the J&J Group and the Kenvue Group to file a 338(h)(10cooperate pursuant to this Section 11.01 shall remain in effect until the later of (i) Election. Such cooperation may include, the date all audits of all Benefit Plans of one Party with respect to which the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, Party may have Information have been completed and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if date the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession applicable statute of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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, limitations with respect to such audits has expired. The J&J Group and the transactions contemplated Kenvue Group shall indemnify, defend and hold harmless the members of the Kenvue Group or the members of the J&J Group, as applicable, from and against any and all Liabilities incurred by the Kenvue Group or the J&J Group, as applicable, that arise out of or result from the failure of the J&J Group or the Kenvue Group (or successor employer), as applicable, to provide the cooperation described in this Agreement)Section 11.01 on a timely basis.

Cooperation. The Buyer(a) For a three (3) year period after the Closing, EOIRXxxxx agrees to continue to use his skills, and the Sellers shall cooperate fullyon an as-needed basis, as and to the extent best of his abilities for, subject to his availability, up to ten hours per month, or such greater amount of time as Xxxxx, in his discretion, shall agree, to provide the following services to the Company and its affiliates at no additional charge so long as Xxxxx does not incur any out-of-pocket expenses (it being understood that IDT shall only reimburse Xxxxx for out of pocket expenses pre-approved by IDT): (i) facilitate and participate in meetings between the Company’s management and customers, distributors and vendors; (ii) provide advice and guidance to the Company’s management relating to the operations of the Company, including with respect to personnel, facilities, channel expansion and credit policies for partners and distributors; (iii) at the reasonable request of the Company, attend promotional events; and (iv) such other assistance as the Company, or its affiliates, may reasonably requested request. (b) In addition, each of Xxxxx and UTCG also agrees to cooperate (and cause its officers, employees, representatives and agents to cooperate), with no limitation as to the amount of time any such party will devote, with all requests for advice, cooperation and/or assistance made by IDT, at no charge so long as Xxxxx and UTCG do not incur any other such Partyout-of-pocket expenses (it being understood that IDT shall only reimburse Xxxxx or UTCG for out of pocket expenses pre-approved by IDT), in connection with the filing business and operations of Tax Returns; the Company and its affiliates and subsidiaries, including, without limitation, requests for information, interviews, depositions and/or participation at trial, related to any auditlegal action arising from events which occurred while UTCG or Xxxxx (or their respective affiliates) was an owner of the Company, litigationincluding without limitation, in connection with the Calling Card Litigation. IDT will cooperate (and will cause its directly and indirectly controlled affiliates and its and their officers, employees, representatives and agents to cooperate) with all reasonable requests for advice, cooperation and/or assistance made by UTCG or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may includeXxxxx, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that at no charge so long as IDT does not adversely affect incur any out-of-pocket costs, in connection with the Buyer or EOIR after the Closing businesses and that is reasonably requested by the Sellers, operations of UTA DR and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention EGB and (upon any Party's request) the provision of records their affiliates and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, subsidiaries to the extent notified by the Buyer, any extensions thereof) of their operations as of the respective taxable periodsClosing, provided, however, that (without derogating from the terms of Section 1.3(e)) any requests for information, data or records, shall be limited to information, data and to abide by all record retention agreements entered into with any taxing authority, and (ii) give records for the other Party reasonable written notice period prior to transferring, destroying, or discarding any the Closing. (c) Failure of a party to provide such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, cooperation shall allow the other Party to take possession be deemed a material breach of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 in this Agreement).

Cooperation. (i) The Buyer, EOIR, and the Sellers Seller shall use its commercially reasonable efforts to cooperate fully, as and to the extent reasonably requested by any other such Party, in connection with the filing of Tax Returns; any audit, litigation, or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR Purchaser after the Closing and shall cause its officers, employees, agents, auditors and representatives to use commercially reasonable efforts to cooperate with the Purchaser after the Closing to ensure the orderly transition of the Business to the Purchaser and to minimize any disruption to the Business that is might result from the transactions contemplated hereby. (ii) From and after the Closing Date, each party shall reasonably requested cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such other party relating to or arising out of the conduct of the Business prior to or after the Closing Date (other than litigation between the Seller and the Purchaser or their respective Affiliates arising out of the transactions contemplated by this Agreement or any other Transaction Document). The party requesting such cooperation shall pay the reasonable out-of-pocket expenses incurred in providing such cooperation (including legal fees and disbursements) by the Sellersparty providing such cooperation and by its officers, directors, employees and EOIR's signing of agents, but shall not be responsible for reimbursing such Tax Returns. Such cooperation also shall include the retention party or its officers, directors, employees and agents for their time spent in such cooperation. (upon any Party's requestiii) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before At the Closing until and at any time and from time to time thereafter, at the expiration request of the statute Purchaser and without further consideration, the Seller shall promptly execute and deliver such instruments of limitations (andsale, transfer, conveyance and assignment and take all such other action as the Purchaser may reasonably determine to be necessary to more effectively transfer, convey and assign to the extent notified by the Buyer, any extensions thereof) of the respective taxable periodsPurchaser, and to abide by all record retention agreements entered into with any taxing authorityevidence and confirm the Purchaser's rights to, title in and ownership of, the Acquired Assets, to place the Purchaser (iithrough its ownership of the Acquired Assets) give in actual possession and operating control of the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, Business and the Sellers shallAcquired Assets being purchased by the Purchaser hereunder, upon request, 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, assist the Purchaser in exercising all rights with respect thereto and to carry out the transactions contemplated in purpose and intent of this Agreement).

Cooperation. (a) The Buyer, EOIR, and the Sellers Company shall use commercially reasonable efforts to cooperate fully, as and to the extent reasonably requested by with any other such Party, transferring Principal Stockholder in connection with its efforts to Transfer any interest in its Common Stock in accordance with the filing provisions of Tax Returns; this Article III, including making qualified personnel available for attending hearings and meetings respecting any auditconsents, litigationapprovals and authorizations required for such Transfer and, at the request of the transferring Principal Stockholder, making all filings with, and giving all notices to, third parties and governmental authorities that may be necessary or reasonably required to be made or given by the Company in order to effect the contemplated Transfers. Each Principal Stockholder also agrees to use commercially reasonable efforts to cooperate with any transferring Principal Stockholder by making any filings with, and giving notices to, third parties and governmental authorities that may be necessary or reasonably required to be made or given by such Principal Stockholder in connection with such contemplated Transfer. Subject to the other provisions of this Section, no Principal Stockholder or the Company shall take any action to delay, impair or impede the receipt of any required consents, approvals or authorizations. "Commercially reasonable efforts" as used in this Section shall not require any party to undertake extraordinary or unreasonable measures to obtain any consents, approvals or other proceeding with respect authorizations, including requiring such party to Taxes; make any material expenditures (other than normal filing fees or the like) or to accept any material changes in the terms of the contract, license or other instrument for which a consent, approval or authorization is sought. (b) Without limiting the foregoing and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect notwithstanding anything to the Tax Returns described contrary in SECTION 4.1 (A) the Buyer's consent this Agreement, no party to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also this Agreement shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant be required to agree to any auditprohibition, litigation, limitation or other proceeding and making employees available on a mutually convenient basis requirements, including but not limited to provide additional information and explanation of any material provided hereunder. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before prohibition or limitation on the Closing until the expiration ownership or operation by such party or any of its Subsidiaries or Affiliates of any portion of the statute business or assets of limitations (andsuch party or any of its Subsidiaries or Affiliates, or any prohibition or limitation that would compel such party or any of its Subsidiaries or Affiliates to the extent notified by the Buyer, dispose of or hold separate any extensions thereof) portion of the respective taxable periodsbusiness or assets of such party or any of its Subsidiaries or Affiliates, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give any prohibition or limitation on the other Party reasonable written notice prior rights of such party to transferringacquire, destroyingown or enter into any businesses or lines of businesses, (iii) any prohibition or limitation on the ability of such party to acquire or hold, or discarding exercise full rights of ownership of, any shares of capital stock of the Company, including the right to vote the capital stock of the Company acquired by it on all matters properly presented to the stockholders of the Company, (iv) any prohibition or limitation on such party or any of its Subsidiaries or Affiliates from effectively controlling in any material respect the business or operations of such party or any of its Subsidiaries or Affiliates or (v) any change in any respect the governance of the Company from that set forth in the Certificate of Incorporation, the Company's By-Laws and this Agreement, any change in such party's rights under this Agreement or any limitations on the ability of such party to exercise any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 in this Agreement)rights.

Cooperation. The Buyer, EOIR, In connection with their obligations pursuant to this Article 11 with respect to pursuing the FCC Consent and the Sellers HSR Clearance, Scripps and Journal shall (a) keep each other informed in all material respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, any Governmental Authority and of any material communication received or given in connection with any Action by a private party, in each case with respect to this Agreement or the Transactions, (b) notify each other of all documents filed with, submitted to or received from any Governmental Authority with respect to this Agreement, the Scripps Stations, the Journal Stations or the Transactions (and provide each other copies of such documents), (c) furnish each other with such information and assistance as the other may reasonably request in connection with their preparation of any governmental filing or submission hereunder and (d) reasonably cooperate fullywith each other in connection with and in advance of any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before any Governmental Authority relating to this Agreement or the Transactions, as including any Action initiated by a private party. Each of Scripps and Journal (i) shall have the right to review in advance, and to the extent reasonably requested by practicable each will consult with each other on, all information that appears in any other such Party, in connection with the filing of Tax Returns; any audit, litigationmade with, or other proceeding written materials submitted to, any Governmental Authority with respect to Taxes; and this Agreement or the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityTransactions, and (ii) shall give the other Party a reasonable written notice prior opportunity to transferring, destroying, or discarding attend and participate in meetings and telephone conferences with any such books Governmental Authority relating to the foregoing, to the extent not prohibited by the Governmental Authority. With regard to any sharing of information between the parties contemplated under this Section 11.04, (A) any disclosure of information shall be done in a manner consistent with Applicable Law, (B) information may be withheld as necessary to address reasonable attorney-client privilege concerns or as necessary to comply with restrictions set forth in Contracts and records and(C) either party may, if as it deems advisable or necessary, reasonably designate any confidential or competitively sensitive information as for “outside counsel only.” Neither Scripps nor Journal shall file any amendment to the FCC Application or, after grant of the FCC Consent, request any modification of the FCC Consent without the consent of the other Party so requestsparty hereto, EOIR such consent not to be unreasonably withheld or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 in this Agreement)delayed.

Cooperation. The Buyer(a) On the terms and subject to the conditions of this Agreement, EOIReach party shall use commercially reasonable efforts to cause the Closing to occur (subject to the limitation in the proviso to Section 8.4(c)), including taking all reasonable actions necessary to comply promptly with all legal requirements that may be imposed on it or any of its Subsidiaries with respect to the Closing. Each Seller and Purchaser shall not, and shall not permit any of its respective Subsidiaries to, take any actions that would, or that could reasonably be expected to, result in any of the Sellers shall cooperate fullyconditions set forth in ARTICLE X not being satisfied. Furthermore, as Parent, each Seller and Purchaser will negotiate in good faith to mutually agree upon the terms of the Transition Services Agreement prior to the extent reasonably requested Closing Date on terms that are commercially reasonable and otherwise as the parties may agree. Among other things, the Transition Services Agreement shall provide for Parent’s access to Retained Employees with knowledge of the Brazil Business, the German Business and the Retained German Contracts and such employees shall provide general assistance to Parent in connection with Parent’s operation of the Brazil Business and the Retained German Contracts (the “Brazil and German Services”). For the avoidance of doubt, and notwithstanding anything to the contrary herein, the Brazil and German Services shall be provided for a term of not less than 36 months (unless terminated earlier by any other Parent), or in the case of warranty claims related to the Retained German Contracts, for so long as such Partywarranties remain in effect, at a charge equal to the actual out-of-pocket costs incurred by a Purchased Company (or Subsidiary thereof) in connection with the filing provision of Tax Returns; the Brazil and German Services, and such charges shall not include any audit, litigation, internal allocated costs of any Purchased Company (or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1Subsidiary thereof). (Ab) Without limiting the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the terms of this Section 8.4, Sellers, on the one hand, and EOIR's signing of such Tax Returns. Such cooperation also shall include Purchaser, on the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any auditother hand, litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. EOIR and the Sellers shall (i) retain as soon as practicable after the date of this Agreement make any filings required by any Governmental Body pursuant to the HSR Act or other Competition Laws in connection with the transactions contemplated hereunder, (ii) respond promptly to inquiries from the applicable Governmental Bodies in connection with such filings, including providing any supplemental information that may be requested by such Governmental Bodies, and (iii) provide to the other copies of any filings made under the HSR Act or other Competition Laws promptly after the time they are filed with the applicable Governmental Bodies, excluding any information included in any such filings that the party has a need to keep confidential. Sellers, on the one hand, and Purchaser, on the other hand, shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act or other Competition Laws. Sellers, on the one hand, and Purchaser, on the other hand, shall keep each other apprised of the status of any communications with, and any inquiries or request for additional information from, Governmental Bodies pursuant to the HSR Act or any other Competition Laws. Each party shall use its reasonable best efforts to obtain any clearance required under the HSR Act or other Competition Laws for the consummation of the transactions contemplated by this Agreement. Each of Purchaser and Sellers shall be responsible for their respective fees and all books costs and records submission of all regulatory filings related to any required governmental or regulatory approvals, including the HSR Act (which fee under the HSR Act, for avoidance of doubt, shall be borne by Purchaser), under the Applicable non-U.S. Antitrust Approvals and with respect to Tax matters pertinent any other applicable Laws. (c) Each party shall, and shall cause its Subsidiaries to, use commercially reasonable efforts (at its own expense) to EOIR relating obtain, and to any taxable period beginning before the Closing until the expiration cooperate in obtaining, all Consents from third parties in respect of the statute of limitations (and, Contracts to the extent notified by the Buyer, any extensions thereof) such Contracts require such Consents as a result of the respective taxable periodstransactions contemplated hereby; provided, however, that the parties shall not be required to pay or commit to (i) amend, supplement or modify any Contract or take any action with respect to any related project or (ii) pay any amount to (or incur any obligation in favor of) any Person from whom any such Consent may be required (other than nominal filing or application fees), except as otherwise required by Law or the applicable Contract. From and after the Effective Date until the Closing, Sellers and Purchaser shall execute and deliver, or cause to abide be executed and delivered, such other instruments of conveyance and transfer and take such other actions as Sellers or Purchaser may reasonably request (including, without limitation, the execution and delivery of summary translations and/or short form stock or asset purchase agreements), in order to more effectively consummate the transactions contemplated by all record retention agreements entered into with this Agreement; provided however that in the event of a conflict between any taxing authorityterm or provision of (A) any such summary or agreement, on the one hand, and (iiB) give the terms and provisions of this Agreement, on the other Party reasonable written notice prior to transferringhand, destroyingthe terms and provisions of this Agreement shall control. (d) Parent, or discarding any such books on the one hand, and records andPurchaser, if on the other, each shall keep the other Party so requestsreasonably apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, EOIR including promptly furnishing the other with copies of written notices or the Sellersother written communications received by Purchaser or Parent or any Seller, as the case may be, shall allow the other Party to take possession or any of such books and records. Buyertheir respective Subsidiaries or representatives, EOIR, and the Sellers shall, upon request, 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, Governmental Body with respect to the transactions contemplated by this Agreement or from any Person alleging that the Consent of such Person is or may be required in connection with the transactions contemplated by this Agreement. (e) Sellers shall give prompt notice to Purchaser, and Purchaser shall give prompt notice to Sellers, of, and each such party shall use its commercially reasonable efforts to prevent, or promptly remedy, (i) any representation or warranty made by it contained in this AgreementAgreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect (it being understood that any breach of this provision shall be treated as a breach of the representations and warranties for purposes of indemnification hereunder) or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement within the time contemplated hereby. (f) With respect to any third party Software that is necessary for the Business as currently conducted and that is licensed to the Sellers or their Subsidiaries pursuant to an enterprise-wide Software license, the Sellers agree to use commercially reasonable efforts to obtain the consent of the respective licensors of such third party Software to a partial assignment, a grant of a sublicense by the Sellers (each such sublicense only to be effective until the Sellers’ next payment is due to such licensor under the applicable Software license), or the grant of a new license to Purchaser, to the number of copies of the applicable Software application that are used for the Business as currently conducted. Notwithstanding anything to the contrary herein, Purchaser shall reimburse the Sellers for all reasonable out-of-pocket costs incurred in connection with any of the foregoing. The Sellers and Purchaser agree that in the case of a partial assignment, any such division of rights, responsibilities and credits (including without limitation any credits for pre-paid fees) between them under the existing enterprise licenses shall be in proportion to the actual usage (by seat count) of such Software applications by the Business immediately prior to the Closing Date to the actual usage (by seat count) of the Sellers and their Subsidiaries immediately prior to the Closing Date taken as a whole.

Cooperation. The Buyer(a) MediaOne, EOIRNew U S WEST and their Subsidiaries shall cooperate with each other in carrying out, implementing and defending the terms of this EM Agreement, including cooperating with each other with respect to any claims or litigation challenging the terms of the EM Agreement. (b) Each party shall exchange such information with the other party and their respective agents and vendors (without obtaining releases), as may be reasonably requested by the other party, with respect thereto. MediaOne and New U S WEST and their respective authorized agents shall, subject to applicable laws on confidentiality, be given reasonable and timely access to, and may make copies of, all information relating to the Sellers shall cooperate fullysubjects of this EM Agreement in the custody of the other party, as and to the extent reasonably requested by the other party. If any other provision of this Agreement is dependent on the consent of any third party (such Partyas a vendor or a union) and such consent is withheld, MediaOne and New U S WEST shall use their reasonable best efforts to implement the applicable provisions of this Agreement to the full extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, MediaOne and New U S WEST shall negotiate in good faith to implement the provision in a mutually satisfactory manner. The phrase "reasonable best efforts" as used herein shall not be construed to require the incurrence of any non-routine or unreasonable expense or liability or the waiver of any right of MediaOne and New U S WEST (and their respective Subsidiaries). (c) MediaOne and New U S WEST agree to good faith mutual cooperation in any investigation, inquiry or litigation which jointly involves them or in which either party makes a reasonable request for such cooperation. Each party will make its Employees available on a reasonable basis to give testimony and assistance in connection with any lawsuit, dispute, investigation or proceeding involving the filing other party and arising out of Tax Returns; any auditactivities for which the Employee had responsibility prior to the Separation Time. The party requesting such availability (the "Requesting Party") shall reimburse the Employee for all reasonable out-of-pocket travel and other expenses incurred in so cooperating, litigationincluding without limitation airplane fare, or hotel accommodations, meal charges and other proceeding with respect similar expenses, as well as reasonable fees and disbursements for independent counsel for the Employee, if the matter requires that the Employee have independent representation. Such expenses will be reimbursed promptly after Employee's submission to Taxes; the Requesting Party of statements and such reasonable detail as the Requesting Party may require. Any request for cooperation, and the determination whether degree of cooperation provided, pursuant to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 this paragraph will take into account (A1) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration significance of the statute of limitations (andmatters at issue in the lawsuit, to the extent notified by the Buyerdispute, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityinvestigation or proceeding, and (ii) the Employee's other personal and business commitments. In any case in which either MediaOne or New U S WEST becomes aware that one of its Employees is called (except by the other party) as a witness to testify in any discovery or court proceeding relating to the other party, the party employing such individual will notify the other party immediately in order to give the other Party party a reasonable written notice prior opportunity to transferring, destroying, or discarding appear and/or assert any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party privilege to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as which it 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 in this Agreement)entitled.

Cooperation. The Buyer, EOIR, and the Sellers shall cooperate fully, as and to the extent reasonably requested by any other such Party, in connection with the filing of Tax Returns; any audit, litigation, or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain The parties shall use their reasonable best efforts and act in good faith to fully cooperate and coordinate in the prosecution and defense of, and to reach effective resolutions of, all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (Designated Matters and, to the extent notified by the Buyerparties mutually agree that a steering committee is necessary or desirable to facilitate the foregoing in the case of any Designated Matter, shall jointly appoint a steering committee for purposes of advising Seller and Purchaser on such Designated Matter. The Purchaser Indemnitees shall provide commercially reasonable assistance in the prosecution and defense of all Designated Matters and any extensions counterclaims in respect thereof) . Without limiting the generality of the respective taxable periodsforegoing, and the JV Entities shall, if requested in good faith by Seller, assert Designated Matters against third parties, including by formal proceedings if so requested using counsel selected by Seller (not reasonably objected to abide by all record retention agreements entered into with Purchaser); provided that the JV Entities shall not be required to so assert any taxing authority, and Designated Matter if Purchaser determines in its reasonable discretion after due consideration that making such assertions would be adverse to its business interests. (ii) give The Seller Indemnitors shall provide, at the other Party reasonable written notice prior Seller Indemnitor’s cost (which shall not require any payments to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, use their best efforts to obtain any certificate or other document from any governmental authority Purchaser Indemnitee or any other Person as may be necessary third party), all reasonable assistance to mitigate, reduce, or eliminate the Purchaser Indemnitees in the Purchaser Indemnitees’ defense of any Tax that could be imposed (including, but not limited to, Proceeding with respect to causes of action arising out of the transactions contemplated construction of heap xxxxx facilities on the Company Properties, to the extent arising out of actions and occurrences prior to June 8, 2015. The Seller Indemnitors shall not assume any liabilities under this Section 9.10 in this Agreement)respect of such Proceedings.

Cooperation. The Buyer, EOIR, and Employee agrees to cooperate with the Sellers shall cooperate fully, as and Employer to the extent reasonably requested by the Employer for the purpose of transitioning his duties and responsibilities. Employee will use his best efforts to make himself available as a consultant to Employer as may be reasonably requested by Employer from time to time, on an as needed basis. Employee further agrees to cooperate with Employer with regard to any litigation relating to Employee’s period of employment for which Employer reasonably requests Employee’s participation. Employee’s agreement to consult respecting such litigation shall continue for the duration of any such litigation. If requested by Employer, such cooperation shall include, without limitation, (1) responding reasonably promptly to requests for information and documents in Employee’s possession concerning matters pertinent to any of the foregoing, (2) making himself reasonably available as a witness and testifying at trial, depositions, hearings, or other proceedings, as well as being reasonably available for adequate preparation for such Partytestimony, and (3) participating at reasonable times in interviews and meetings with representatives of the Employer, representatives of governments or regulatory authorities, or others designated by Employer. The Employee agrees that, following the Effective Date, the Employee will continue to provide reasonable cooperation to Employer and/or any of its subsidiaries and its or their respective counsel in connection with the filing of Tax Returns; any auditinvestigation, litigationadministrative proceeding, or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR litigation relating to any taxable period beginning before matter that occurred during the Closing until Employee’s employment in which the expiration Employee was involved or of which the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession Employee has knowledge. As a condition of such books cooperation, Employer shall reimburse the Employee for reasonable out-of-pocket expenses incurred at the request of Employer and recordsshall compensate Employee at a daily rate equal to his daily rate of compensation at the time of termination of his employment. BuyerThe Employee also agrees that, EOIR, and in the Sellers shall, upon request, use their best efforts to obtain event that the Employee is subpoenaed by any certificate person 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 entity (including, but not limited to, with respect any government agency) to give testimony or provide documents (in a deposition, court proceeding, or otherwise) that in any way relates to the transactions contemplated in this Agreement)Employee’s employment by Employer, the Employee will, if legally permitted, give prompt notice of such request to Employer and, unless legally required to do so, will make no disclosure until Employer or Employer’s subsidiaries has had a reasonable opportunity to contest the right of the requesting person or entity to such disclosure.

Cooperation. The BuyerUpon the terms and subject to the conditions set forth in this Agreement, EOIRParent and Merger Sub, on the one hand, and the Sellers Company, on the other hand, shall use their reasonable best efforts to take (or cause to be taken) all actions, and do (or cause to be done), and assist and cooperate fullywith the other party or parties in doing, all reasonable things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger as and soon as practicable, including using their respective reasonable best efforts to cause the conditions to the extent Company’s (in the case of Parent and Merger Sub) and Parent’s and Merger Sub’s (in the case of the Company) obligations to close the Merger set forth in Article 7 to be satisfied on or before the Outside Date. In addition, the Company shall use its reasonable best efforts to obtain all consents, waivers and approvals under all Company Material Contracts in connection with this Agreement and the consummation of the Merger, including those specified in Section 3.5(b) of the Disclosure Schedule, so as to maintain and preserve the benefits under such Company Material Contracts as of the consummation of the Merger, and Parent shall use its commercially reasonable efforts to assist in such endeavors. The parties shall consult with each other with respect to the obtaining of all such permits, consents, approvals and authorizations, and each party will keep the other apprised of the status of matters relating to completion of the Transactions. Notwithstanding the foregoing, Parent and Merger Sub, on the one hand, shall not be required to, and the Company, on the other hand, unless otherwise directed by Parent (which direction shall not require payment to be made until at or after the Effective Table of Contents Time), shall not, pay any consent fee, “profit sharing” payment or other consideration (including increased rent payments), or provide additional security (including a guaranty) to any Third Party as a condition to receipt of any consent, waiver or approval from any party to any such Company Material Contract. In addition to the foregoing, subject to the terms and conditions hereof, neither Parent or Merger Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably requested be expected to have) the effect of, preventing or materially impairing or delaying or otherwise adversely affecting the consummation of the Merger or the ability of such party to perform its obligations under this Agreement. Notwithstanding anything in this Section 6.9 to the contrary, the sole obligation of the parties to take, or refrain from taking, any action in respect of any Antitrust Law, including as may otherwise be required by any other such Party, Antitrust Law in connection with the filing of Tax Returns; any audit, litigation, or other proceeding with respect to Taxes; Merger and the determination other Transactions, whether to file a 338(h)(10) Election. Such cooperation may include, in connection with respect to the Tax Returns described in SECTION 4.1 any approvals or consents (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereofwaiting period) of the respective taxable periods, and to abide by all record retention agreements entered into with that may be required under any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, Antitrust Law or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may beotherwise, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 those set forth in this Agreement)Section 6.10.

Cooperation. The Buyera. Following the termination of Employee’s employment with Employer for any reason, EOIR, Employee shall provide reasonable cooperation to Employer and the Sellers shall cooperate fully, as and to the extent reasonably requested by any other such Party, its affiliates in connection with the filing of Tax Returns; any audit, litigation, or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration orderly transfer of the statute of limitations (and, to the extent notified information known by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, Employee regarding his duties and (ii) give the other Party reasonable written notice any formal or informal dispute resolution effort, action, proceeding, investigation or litigation involving Carlyle or its affiliates relating to any matter that occurred during or prior to transferringthe Term in which Employee was involved or of which he has substantive knowledge; provided that Employee shall be reimbursed for any reasonable out-of-pocket costs incurred in connection with such cooperation (including any reasonable legal, destroyingaccounting or other professional fees incurred by Employee subject to pre-approval by Employer not to be unreasonably withheld or delayed), or discarding and any such books cooperation shall be at such times and records andin such locations as are reasonably acceptable to Employee taking into account his other professional and personal obligations. If Employee receives a subpoena or other request for information, if Employee agrees to provide Employer with prompt notice of the other Party subpoena or request so requeststhat Carlyle may take appropriate action to avoid or contest disclosure, EOIR unless Employee has been advised by counsel that providing such notice would violate applicable law or an applicable court order. b. Following the Sellerstermination of Employee’s employment with Employer for any reason, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIREmployer shall, and the Sellers shallshall cause its affiliates to, upon requestprovide reasonable cooperation to Employee in all matters relating to his interests and rights in, use their best efforts to obtain and obligation in respect of, Carlyle and any certificate funds, investment vehicles and accounts whose investments are or other document from any governmental authority or any other Person as may be necessary to mitigatewere managed by Carlyle, reduce, or eliminate any Tax that could be imposed (including, but not limited toby providing copies of all documents governing any such interests, with respect rights and obligations and providing reasonable access to the transactions contemplated in this Agreement)such Carlyle personnel as is reasonable requested by Employee to understand such interests, rights and obligations.

Cooperation. The Buyer, EOIR, (a) Each Party shall perform all obligations hereunder in good faith and use commercially reasonable efforts to cooperate with the Sellers shall cooperate fully, as and other in all matters relating to the extent provision and receipt of the Services. In furtherance of the foregoing: (i) each Party shall timely notify the other in writing as soon as reasonably practicable in advance of any circumstances that could have a material adverse effect on the Services or security and work with the other Party to minimize the effect of such circumstances; (ii) each Party shall timely provide information and documentation reasonably requested by any the other such Party, Party to be used in connection the provision or receipt of the Services hereunder; and (iii) each Recipient and its Affiliates shall use commercially reasonable efforts to (A) cooperate with the filing of Tax Returns; any audit, litigation, or other proceeding with respect to Taxes; applicable Provider and the determination whether to file a 338(h)(10) Election. Such cooperation may include, its Affiliates with respect to the Tax Returns described provision of any Service and (B) enable the applicable Provider and its Affiliates to provide the Services in SECTION 4.1accordance with this Agreement. Except as required by applicable Law, no Recipient or its Affiliates shall take any action that would interfere with or materially increase the costs of a Provider’s providing any of the Services without the consent of the Provider, such consent not to be unreasonably withheld, conditioned or delayed. In addition, each Recipient shall comply with any restrictions in the applicable licenses and agreements that the applicable Provider has with third parties that are used in the provision of Services of which the Recipient is made aware of by the Provider. Except as required by applicable Law or otherwise in the case of a Required Change, no Provider or its Affiliates shall take any action that would materially increase the amounts to be paid by the Recipient with respect to a Service without the consent of the Recipient, such consent not to be unreasonably withheld, conditioned or delayed and a Provider shall make commercially reasonable efforts to minimize all costs that will be passed through to a Recipient directly or indirectly. (Ab) In furtherance of such cooperation, the Buyer's consent Parties shall work together to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably create procedural documentation for those Services as requested by the Sellers, and EOIR's signing of applicable Recipient to assist such Tax Returns. Such cooperation also Recipient in receiving such Services; provided that such documentation shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant not establish service levels pursuant to any audit, litigation, Section 2.08 or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 in otherwise under this Agreement); and provided further that such documentation will be provided as a Knowledge Transfer Service at the Agreed Price.

Cooperation. The Buyer, EOIR, and Each of the Sellers shall cooperate fullyParties, as and applicable, undertakes to: (a) take all actions necessary to the extent reasonably requested by any other such Party, in connection comply with the filing of Tax Returns; any audit, litigation, or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 obligations set forth in this Agreement), therein signing all instruments and documents required for the consummation of the Transaction provided for herein and using its best efforts so that the Closing occurs as soon as possible, subject to the provisions of Section 10.1; (b) subject to the provisions of Section 5.3.1 below, meet any requirements of Governmental Authorities, in order to enable the consummation of the Transaction, within the shortest possible time and with minimal damage to the UPI Movable Assets, Obligations, and Rights and the activities of those involved; (c) perform the acts and adopt the measures incumbent upon it, according to this Agreement, as well as endeavor to expend reasonable efforts and cooperate with the other Parties, so that the Conditions Precedent are fulfilled and verified within the shortest possible time, being also obliged to take the applicable measures to keep the other Parties informed about the verification of the Conditions Precedent; (d) report to the other Parties the occurrence of any act, fact, or omission that may have a material impact on the verification, or lack thereof, of any of the Conditions Precedent that comes to its Knowledge, within up to five (5) Business Days after such Knowledge; (e) refrain from taking any action or performing any act that may hinder the consummation of the Transaction, including non-recognition, in bad faith, of verification of compliance with the Conditions Precedent; and (f) the Seller shall take or cause to be taken all actions and perform all acts necessary, at its own expense, so that, between the date of execution of the Agreement and the Closing Date, the procedures set forth in Exhibit 5.1 have been duly observed. All acts provided for under this Section shall be performed in strict compliance with the limitations of the applicable Laws, including Law No. 12,529/11, regulations, and guides issued by CXXX and the Antitrust Protocol.

Cooperation. The BuyerSubject to the terms and conditions of this Agreement, EOIRthe Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective the Sellers shall cooperate fully, as and to the extent reasonably requested by any other such Party, in connection with the filing of Tax Returns; any audit, litigation, or other proceeding with respect to Taxes; Merger and the determination whether to file a 338(h)(10) Election. Such cooperation may includeother Transactions as soon as practicable, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested including by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books making appropriate filings of Notification and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, Report Forms pursuant to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityHSR Act, and (ii) give the other Party using reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, use their best efforts to obtain as promptly as practicable all other Consents of or by any certificate Governmental Entity that are necessary or advisable under or in respect of any Antitrust Laws in order to consummate the Merger and the other Transactions, including the Consents set forth on Schedule 7.1(b)(ii) (collectively, the “Antitrust Consents”); provided, that nothing in this Agreement shall require the Company or any of its Affiliates to pay prior to the Effective Time any fee, penalties or other document from consideration to any governmental authority third party in order to obtain any consent or any other Person as approval which may be necessary to mitigate, reduce, or eliminate required under any Tax that could be imposed (including, but not limited to, Contract with any such third party in connection with the consummation of the Merger. The Company and Parent shall each request early termination of the waiting period with respect to the transactions contemplated Merger under the HSR Act. Subject to the further provisions hereof and to applicable Laws relating to the exchange of information, it is agreed that Parent, after consulting with the Company and considering the Company’s views in good faith, and in a manner consistent with its obligation pursuant to this AgreementSection 6.5 to obtain the Antitrust Consents, shall make all decisions, lead all discussions, negotiations and other proceedings, and coordinate all activities with respect to any requests that may be made by, or any actions, consents, undertakings, approvals, or waivers that may be sought by or from, any Governmental Entity in respect of Antitrust Consents, including determining the manner in which to contest or otherwise respond, by litigation or otherwise, to objections to, or proceedings or other actions challenging, the consummation of the Merger and the other Transactions. In all cases subject to Section 6.5(c), Parent shall take all actions set forth on Section 6.5(a) of the Parent Disclosure Letter. At Parent’s request, and subject to the provisions of this Section 6.5, the Company agrees to take all actions Parent reasonably deems prudent in order to obtain any actions, consents, undertakings, approvals or waivers by or from any Governmental Entity for or in connection with, and to assist Parent in litigating or otherwise contesting any objections to or proceedings or other actions challenging, the consummation of the Merger and other Transactions, and the Company shall take or agree to take any actions requested by Parent in connection with obtaining the Antitrust Consents to the extent they become effective only at or following the Effective Time. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as practicable.

Cooperation. The Buyer, EOIR(a) Purchaser and Seller shall cooperate fully, and the Sellers shall cause their respective Affiliates to cooperate fully, as and to the extent reasonably requested by any other such either Party, in connection with the filing of Tax Returns; Returns pursuant to this Section 11.02 and any audit, litigation, litigation or other administrative proceeding (each a "Tax Proceeding") with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any a Party's request) the provision of records and information that which are reasonably relevant to any audit, litigation, or other proceeding such Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. EOIR . (b) Purchaser and Seller shall within fifteen (15) days of receipt notify the Sellers other in writing of the receipt by them or any of their Affiliates of written notice of any inquires, claims, assessments, audits or similar events with respect to Taxes of the Company relating to a Pre-Closing Tax Period or a Pre-Closing Straddle Period. (c) Seller shall have the right to control any Tax Proceeding (or portion of any Tax Proceeding) to the extent Seller would be responsible, either pursuant to Applicable Law or pursuant to ARTICLE 9, for the liabilities arising from such Tax Proceeding; provided, however, that (i) retain all books Purchaser shall be entitled to participate in such Tax Proceeding to the extent that the outcome of such Tax Proceeding could adversely impact Purchaser or the Company for taxable periods beginning on or after the Closing Date, (ii) Seller shall keep Purchaser informed of the progress of such Tax Proceeding (including by providing copies of any material written correspondence in connection therewith) and records (iii) Seller shall not settle or compromise such Tax Proceeding without Purchaser's prior written consent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Seller shall be entitled to control in their sole discretion (and Purchaser shall not be entitled to participate in, be informed of or consent to) any Tax Proceeding with respect to any consolidated federal Tax matters pertinent Returns in which Seller is included. (d) Purchaser shall have the right to EOIR relating control any Tax Proceeding (or portion of a Tax Proceeding) that is not controlled by Seller pursuant to any taxable period beginning before the Closing until the expiration of the statute of limitations (andSection 11.02(c); provided, however, that to the extent notified by the Buyerany such Tax Proceeding relates to Straddle Period Taxes or to any other Taxes for which Seller would be responsible, any extensions thereofeither pursuant to Applicable Law or pursuant to ARTICLE 9, then (i) of the respective taxable periodsSeller shall be entitled to participate in such Tax Proceeding, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give Purchaser shall keep Seller informed of the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession progress of such books Tax Proceeding (including by providing copies of any material written correspondence in connection therewith) and records. Buyer(iii) Purchaser shall not settle or compromise such Tax Proceeding without Seller's prior written consent (not to be unreasonably withheld, EOIR, and the Sellers shall, upon request, use their best efforts to obtain any certificate conditioned 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 in this Agreementdelayed). (e) In the event of any inconsistency between this Section 11.02 and Section 9.04, this Section 11.02 shall govern.

Cooperation. The BuyerParent, EOIRon the one hand, and the Sellers shall cooperate fullyCompany, as and to on the extent reasonably requested by any other such Partyhand, shall, in connection with the transactions contemplated by this Section 6.19, use its reasonable best efforts to (i) consult and cooperate with each other in connection with any filing of Tax Returns; or submission to the IRS or any auditcommunications, litigation, or other proceeding negotiations and discussions with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, IRS with respect to the Tax Returns described IRS Matter and actions necessary, proper or advisable in SECTION 4.1 order to enter into an IRS Matter Qualified Letter of Intent and IRS Matter Qualified Closing Agreement (Aincluding, prior to the Closing, by providing Parent with advance notice of, and permitting Parent to attend (as a silent participant, which shall be effected by the Company delivering an executed Form 8821 to the IRS) all negotiations, discussions and similar meetings with the Buyer's consent IRS with respect to an election the IRS Matter and to review and comment on any written communications and documentation with respect thereto); (ii) subject to applicable Law, furnish to the other Party as promptly as reasonably practicable all information required for any filing or submission to the IRS with respect to the IRS Matter; (iii) promptly notify the other Party of any substantive communication received by such Party from, or given by such Party to, the IRS, in each case regarding the IRS Matter and furnish the other Party promptly with copies of all written correspondence, filings and communications between them and the IRS with respect to the IRS Matter; (iv) respond as promptly as reasonably practicable to any inquiries received from, and supply as promptly as reasonably practicable any additional information or documentation that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably may be requested by the Sellers, and EOIR's signing IRS in respect of such Tax Returns. Such cooperation also shall include the retention IRS Matter; and (upon any Party's requestv) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow permit the other Party to take possession of such books and records. Buyer, EOIRreview any communication to be provided to the IRS, and consult with such other Party and consider in good faith such other Party’s reasonable comments, in connection with any filing, notice, submission, substantive communication, substantive meeting or conference. Prior to the Sellers shallClosing, upon requestParent shall not, use their best efforts and shall not permit its Representatives to, independently or jointly with the Company, participate in any meeting or communication with the IRS or make any filing or submission to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reducethe IRS, or eliminate any Tax that could be imposed (including, but not limited to, with respect furnish to the transactions contemplated IRS any information, in this Agreementeach case in respect of the IRS Matter, without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed). The Company shall keep Parent informed on a reasonably current basis and otherwise provide such information as Parent reasonably requests regarding any material developments, discussions or negotiations relating to the IRS Matter.

Cooperation. The Buyer(a) PhyCor and MedPartners shall together, EOIRor pursuant to an allocation of responsibility agreed to between them, and the Sellers shall (i) cooperate fully, as and with one another in determining whether any filings required to be made or consents required to be obtained in any jurisdiction prior to the extent reasonably requested by any other such Party, Effective Time in connection with the filing consummation of Tax Returns; the transactions contemplated hereby and cooperate in making any auditsuch filings promptly and in seeking to obtain timely any such consents, litigation(ii) use their respective reasonable best efforts to cause to be lifted any injunction prohibiting the Merger, or any part thereof, or the other proceeding transactions contemplated hereby, and (iii) furnish to one another and to one another's counsel all such information as may be required to effect the foregoing actions. (b) Subject to the terms and conditions herein provided, and unless this Plan of Merger shall have been validly terminated as provided herein, each of PhyCor and MedPartners shall use all reasonable efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with respect to Taxes; and the determination whether to file a 338(h)(10all legal requirements which may be imposed on such party (or any subsidiaries or affiliates of such party) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing Plan of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, Merger and to abide by all record retention agreements entered into with any taxing authority, consummate the transactions contemplated hereby and (ii) give to obtain (and to cooperate with the other Party reasonable written notice prior party to transferringobtain) any consent, destroyingauthorization, order or approval of, or discarding any exemption by, any governmental entity and/or any other public or private third party which is required to be obtained or made by such books party or any of its subsidiaries or affiliates in connection with this Plan of Merger and records and, if the other Party so requests, EOIR or transactions contemplated hereby and (iii) to cause the Sellers, as conditions to the case may be, shall allow obligations of the other Party parties hereto to take possession of such books and records. Buyer, EOIRbe satisfied, and the Sellers shallMerger to be consummated, upon requestas promptly as practicable. Each of PhyCor and MedPartners will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, use their best efforts to obtain any certificate or other document from any governmental authority requirement imposed upon, either of them or any other Person as may be necessary to mitigate, reduce, of their subsidiaries or eliminate any Tax that could be imposed (including, but not limited to, affiliates in connection with respect to the transactions contemplated in this Agreement)foregoing.

Cooperation. The BuyerEach of Buyer and Seller shall use commercially reasonable efforts to cooperate with each other in all matters relating to the provision and receipt of the Services. Without limiting the generality of the foregoing sentence: 2.7.1 Such cooperation shall include Seller using commercially reasonable efforts to obtain material consents, EOIRlicenses or approvals necessary to permit Seller to perform its obligations hereunder, subject to the Services Standard; provided, however, that under no circumstances shall Seller be obligated to provide a Service if (i) Seller is unable to obtain necessary consents, licenses and approvals relating to such Service on commercially reasonable terms; (ii) in order to provide such Service, Seller will have an obligation to make any payments to any Third Party or incur any obligations in respect of any such consents, licenses or approvals, which payments are not subject to reimbursement by Buyer or which other obligations are not assumed by Buyer hereunder; (iii) Seller would be obligated to make any alternative arrangements in the Sellers shall cooperate fullyevent that any such consents, as and licenses or approvals are not obtained (but only to the extent such arrangements would not be commercially reasonable); or (iv) Seller would be required to seek broader rights or more favorable terms with respect to any consents, licenses or approvals than those applicable immediately prior to the date hereof. 2.7.2 Buyer shall permit Seller, its Affiliates and its and their employees and agents reasonable access during regular business hours (or otherwise upon reasonable prior notice) to such data and personnel as are involved in receiving the Services, and records as reasonably requested by Seller to facilitate Seller’s performance of this Agreement. 2.7.3 Seller shall be excused from performing any other such Party, in connection with the filing of Tax Returns; any audit, litigation, or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, obligation under this Agreement to the extent notified by the Buyer’s failure to perform its obligations under this Agreement, any extensions thereof) of the respective taxable periodsincluding providing cooperation as set forth in this Section 2.7, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, hinders or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession prevents Seller’s performance of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 in this Agreement)obligation.

Cooperation. The BuyerParties agree to cooperate fully in any Infringement action pursuant to this Section 5.3, EOIRincluding by making the inventors, applicable records and documents (including laboratory notebooks) with respect to the relevant Patents available to the Enforcing Party on the Enforcing Party’s request. With respect to an action controlled by the applicable Enforcing Party, the other Party shall, and shall cause its Affiliates to, assist and cooperate with the Sellers shall cooperate fullyEnforcing Party, as and the Enforcing Party may reasonably request from time to the extent reasonably requested by any other such Partytime, in connection with the filing its activities set forth in this Section, including where necessary, furnishing a power of Tax Returns; any audit, litigationattorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other proceeding evidence and making its employees available at reasonable business hours; provided that the Enforcing Party shall reimburse such other Party for its reasonable and verifiable costs and expenses incurred in connection therewith. Unless otherwise set forth herein, the Enforcing Party shall have the right to settle such claim; provided that neither Party shall have the right to settle any Infringement litigation under this Section 5.3 in a manner that has a material adverse effect on the rights or interest of the other Party or in a manner that imposes any costs or liability on or involves any admission by, the other Party, without the express written consent of such other Party (which consent shall not be unreasonably withheld, conditioned or delayed). In connection with any activities with respect to Taxes; and an Infringement action prosecuted by the determination whether applicable Enforcing Party pursuant to file a 338(h)(10) Election. Such cooperation may include, with respect this Section 5.3 involving Patents Controlled by or licensed under Article 2 to the Tax Returns described in SECTION 4.1 (A) other Party, the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers Enforcing Party shall (i) retain all books and records consult with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, other Party as to the extent notified by strategy for the Buyerprosecution of such claim, any extensions thereof) of the respective taxable periodssuit or proceeding, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give consider in good faith any comments from the other Party reasonable written notice prior to transferring, destroying, or discarding any such books with respect thereto and records and, if (iii) keep the other Party so requestsreasonably informed of any material steps taken and provide copies of all material documents filed, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of in connection with such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 in this Agreement)action.

Cooperation. (a) The BuyerCompany, EOIRTribute and Pozen each acknowledge that Purchaser is a party to the Purchaser/Isotope Merger Agreement and, in connection therewith, will be filing with the Commission the Xxxxxxxxx X-0 and will be furnishing the Isotope stockholders with copies of the prospectus / proxy statement contained therein. The Company, Tribute and Pozen each hereby agrees to furnish such information as Purchaser may reasonably request for inclusion in the Purchaser S-4. Each of the Company, Tribute and Pozen hereby agrees that such information pertaining to it provided for such inclusion will be true and accurate in all material respects and will not omit any material information. Purchaser hereby agrees to provide the Company, Tribute and Pozen with copies of all proposed disclosure in the Purchaser S-4 relating to the Company, Tribute, Pozen, this Agreement and the Sellers transactions contemplated hereby, prior to its filing. Purchaser further agrees to provide each of the Company, Tribute and Pozen with a reasonable opportunity (at least two (2) Business Days) to review and comment upon such proposed disclosure and Purchaser shall cooperate fully, as consider such comments in good faith and to the extent make any changes thereto reasonably requested by any other the Company, Tribute or Pozen. (b) The Company, Tribute and Pozen each acknowledge and the Purchaser hereby agrees that the Purchaser shall not effect the Distribution until such Partytime as the holders of Purchaser Common Shares vote at the Purchaser Meeting and the Registration Statement is on file with the SEC and declared effective and the Canadian Final Receipt has been issued. In connection therewith, Purchaser will be filing the Purchaser Proxy Statement with the Commission and the Canadian Commissions (as defined in Annex B) and will be furnishing such document to the holders of the Purchaser Common Shares in connection with the filing votes to be taken at the Purchaser Meeting. The Company, Tribute and Pozen each hereby agrees to furnish such information as Purchaser may reasonably request for inclusion in the Purchaser Proxy Statement. Each of Tax Returns; the Company, Tribute and Pozen hereby agrees that such information pertaining to it provided for such inclusion will be true and accurate in all material respects and will not omit any auditmaterial information. Purchaser hereby agrees to provide the Company, litigationTribute and Pozen with copies of all proposed disclosure in the Purchaser Proxy Statement relating to the Company, or other proceeding with respect to Taxes; Tribute, Pozen, this Agreement and the determination whether transactions contemplated hereby, prior to file its filing. Purchaser further agrees to provide each of the Company, Tribute and Pozen with a 338(h)(10reasonable opportunity (at least two (2) Election. Such cooperation may include, with respect Business Days) to the Tax Returns described review and comment upon such proposed disclosure and Purchaser shall consider such comments in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing good faith and that is make any changes thereto reasonably requested by the SellersCompany, Tribute or Pozen. (c) The Company, Tribute and EOIR's signing of such Tax Returns. Such cooperation also shall include Pozen each hereby agrees and acknowledges that Purchaser may be required to file reports under the retention Exchange Act from and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before after the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 in by this Agreement), which reports may require information (including financial information) concerning the Company, Tribute and Pozen. Each of the Company, Tribute and Pozen hereby agrees to furnish such information as Purchaser may reasonably request for inclusion in such reports. Each of the Company, Tribute and Pozen hereby agrees that such information pertaining to it provided for such inclusion will be true and accurate in all material respects and will not omit any material information. Purchaser hereby agrees to provide the Company, Tribute and Pozen with copies of all proposed disclosure in the Purchaser Proxy Statement relating to the Company, Tribute, Pozen, this Agreement and the transactions contemplated hereby, prior to filing. Purchaser further agrees to provide each of the Company, Tribute and Pozen with a reasonable opportunity (at least two (2) Business Days) to review and comment upon such proposed disclosure and Purchaser shall consider such comments in good faith and make any changes thereto reasonably requested by the Company, Tribute or Pozen.

Cooperation. The Buyer(a) Subject to the proviso contained in Section 5.5 hereof, EOIRupon the terms and subject to the conditions hereof, each of the parties hereto agrees to use its reasonable efforts to take or cause to be taken all actions and to do or cause to be done all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Seller Agreements and the Buyer Agreements and shall use its reasonable efforts to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings. (b) Sellers shall cooperate fully, as and use all reasonable efforts to provide to Buyer all information concerning the extent Business reasonably requested by any other such Party, Buyer for inclusion in Buyer's registration statement on Form S-1 in connection with the filing registration by Buyer under the Securities Act of Tax Returns; any audit, litigation, debt or other proceeding with respect to Taxes; and offering memorandum for the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1public or private offering by Buyer of such debt as contemplated by Section 4.6. (Ac) the Buyer's consent to an election that does not adversely affect the Sellers shall cooperate with Buyer or EOIR after the Closing and that is take all actions reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall Buyer in connection with (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until planning for the expiration consolidation of the statute certain of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, Sellers' plants and (ii) give the other Party financings contemplated by Section 4.6 of the Agreement; provided, however, that (x) Sellers shall not incur (except as specifically set forth to the contrary herein) any out-of-pocket costs or expenses and (y) Sellers shall not be obligated to comply with Buyer's requests if Sellers deem such actions to be otherwise inconsistent with Sellers' business needs or Sellers reasonably determine that such actions will have a material adverse effect on the Business or will unreasonably interfere with the regular duties and responsibilities of Sellers' employees to operate Sellers' business. (d) Upon reasonable written notice prior by Buyer, Sellers agree to transferring, destroying, or discarding any cooperate with Buyer and its lender in connection with the transfer of Consigned Gold by providing access to such gold and the relevant books and records and, if of the other Party so requests, EOIR Business and performing all tasks that may be reasonably requested by Buyer in connection therewith. (e) In the event (i) Buyer or the Sellersany Seller, as the case may be, shall allow is unable to obtain, prior to the other Party to take possession of such books and records. BuyerClosing, EOIRany consents, and the Sellers shallapprovals, upon request, use their best efforts to obtain any certificate waivers or other document from authorizations to transfer to Buyer any governmental authority Asset 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 Leases (other than the Kentucky Lease) and (ii) Buyer elects to waive Section 7.3(b) hereof with respect to such consent, approval, waiver or other authorization and to consummate the transactions contemplated hereby, Buyer and Sellers shall cooperate with each other in this Agreement)order to obtain such consents, approvals, waivers or other authorizations at the earliest practicable date.

Cooperation. The Buyercovenants in this Section 9.01 shall apply to the parties hereto from and after the date of this Agreement: (a) Subject to the provisions of Section 9.02, EOIReach of the Parent and the Acquiror shall use, and the Sellers shall cooperate fullycause each of its respective Affiliates to use, as all commercially reasonable efforts (i) to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things that, in either case, are necessary, proper or advisable under applicable Legal Requirements or otherwise to consummate and make effective the extent reasonably requested transactions contemplated by this Agreement, (ii) to obtain from any other such Party, Governmental Authorities any Authorizations or Orders required to be obtained by the Parent or the Acquiror or any of their Affiliates or any of the Operating Companies in connection with the filing authorization, execution, delivery and performance of Tax Returns; any audit, litigation, or other proceeding with respect to Taxes; this Agreement and the determination whether consummation of the transactions contemplated hereby and (iii) to file a 338(h)(10) Election. Such cooperation may includemake all necessary filings as expeditiously as reasonably practicable, and thereafter to make promptly any other required submissions, with respect to this Agreement and the Tax Returns described transactions contemplated hereby required under the HSR Act, any foreign competition laws that are applicable to the transactions contemplated by this Agreement and any other applicable Legal Requirements. In this regard, neither the Parent nor the Acquiror will, directly or indirectly, make any investment or acquisition or permit any equity investment in SECTION 4.1 (A) the Buyer's consent Parent, the Acquiror, any Holding Company or any Transfer Company that could reasonably be expected to an election that does not adversely affect delay, impede or prevent the Buyer granting of any Authorization required in order to consummate the transactions contemplated hereby. Any action under this Section taken by or EOIR after at the Closing and that is reasonably requested by direction of Parent or Acquiror shall be consistent with the SellersTransfer Restriction Plan, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR Parent and the Sellers Acquiror shall (i) retain cooperate with each other in connection with the making of all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration such filings, including providing copies of the statute of limitations (and, all such documents to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, nonfiling party and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice its advisors prior to transferring, destroying, or discarding any such books and records filing and, if the other Party so requests, EOIR or the Sellers, as the case may berequested, shall allow accept all reasonable additions, deletions or changes suggested in connection therewith. The Parent and the Acquiror shall furnish or cause to be furnished all information required for any application or other Party filing to take possession be made pursuant to any applicable Law or any applicable Regulations in connection with the transactions contemplated by this Agreement. (b) Subject to the provisions of such books Section 9.02, each of the Parent and records. Buyer, EOIRthe Acquiror shall timely give or cause to be given any notices to third Persons, and the Sellers shalluse, upon requestand cause its respective Affiliates to use, use their best commercially reasonable efforts to obtain any certificate Third Person Consents (i) necessary, proper or other document from any governmental authority or any other Person as may be necessary advisable to mitigate, reduce, or eliminate any Tax that could be imposed (including, but not limited to, with respect to consummate the transactions contemplated by this Agreement or to satisfy any of the Closing Conditions, (ii) otherwise required under any Principal Contracts in connection with the consummation of the transactions contemplated hereby or (iii) required to prevent a Material Adverse Effect from occurring prior to or after the Closing. Any action under this Agreement)Section taken by or at the direction of Parent or Acquiror shall be consistent with the Transfer Restriction Plan, and the Parent and Acquiror shall cooperate with each other in connection with the giving of all such notices and the preparation of all consent or waiver requests or agreement amendments. The Parent and the Acquiror shall cooperate with each other in providing copies of all such documents to the other party and its advisors, and if requested, shall accept all reasonable additions, deletions or changes suggested in connection therewith. The Parent and Acquiror shall furnish or cause to be furnished all information requested by the other party in connection with this Section. (c) Each of the Parent and the Acquiror shall give, and shall cause its Affiliates to give, prompt notice to the other of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby, (ii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated hereby, (iii) any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting the Parent, the Acquiror, any Holding Company or any Transfer Company that relate to the consummation of the transactions contemplated hereby and (iv) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely (A) to cause any condition to the obligations of the other party to consummate the transactions contemplated hereby not to be satisfied, (B) to cause a breach of the covenants of such party under this Agreement or

Cooperation. The BuyerSubject to the terms and conditions herein provided, EOIReach of the parties hereto agrees to use all reasonable efforts to take, and the Sellers shall cooperate fullyor cause to be taken, as all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the extent reasonably requested transactions contemplated by any this Plan and to cooperate with each other such Party, in connection with the filing of Tax Returns; any auditforegoing, litigation, or other proceeding including using its best efforts to: (a) prepare and file with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that California Department as soon as is reasonably requested by the Sellerspracticable all necessary permit applications and other necessary registrations and filings, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 7 12 to, all filings and other submissions of information to governmental authorities with respect to the transactions contemplated by this Plan, and use its best efforts to obtain such permits and approvals as promptly as possible; (b) prepare and file with the SEC as soon as is reasonably practicable a Registration Statement, including a proxy statement/prospectus (the "Registration Statement") with respect to the transactions contemplated by this Plan, and use its best efforts to have such Registration Statement declared effective by the SEC under the Securities Act as promptly as possible; (c) mail, as soon as is reasonably practicable after receiving any required regulatory approvals, a proxy statement, together with a form of proxy, with respect to the meeting of the Company's Eligible Members at which the Eligible Members of the Company will vote upon this Plan and the Merger (the "Proxy Statement"). The term "Proxy Statement" shall mean such proxy or information statement at the time it initially is mailed to the Company's Eligible Members and all amendments or supplements thereto, if any, similarly filed and mailed. The information provided and to be provided by the Company, Holdings and New Insurer, respectively, for use in the Proxy Statement shall, on the date the Proxy Statement is first mailed to the Company's Eligible Members and on the date of the meeting of the Company's Eligible Members referred to in Section 6.2, be true and correct in all material respects and shall not omit to state any material fact necessary in order to make such information not misleading, and each of the Company, Holdings and New Insurer agrees to correct any information provided by it for use in the Proxy Statement that shall have become false or misleading; (d) take all such actions as may be required under state blue sky or securities laws in connection with the transactions contemplated by this Agreement)Plan; (e) arrange for the listing of the Common Stock on a national securities exchange; (f) obtain all necessary waivers, consents and approvals from other parties to material loan agreements, leases and other contracts; (g) obtain all necessary consents, approvals and authorizations as are required to be obtained under any Federal, state or foreign law or regulations; (h) defend all lawsuits or other legal proceedings, formal or informal, challenging this Plan or the consummation of the transactions contemplated hereby; and (i) lift, rescind or mitigate the effect of any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby.

Cooperation. The BuyerParties agree to cooperate fully in any Infringement action pursuant to this Section 8.5, EOIRincluding by making the inventors, applicable records and documents (including laboratory notebooks) of the relevant Patents available to the controlling Party upon the controlling Party’s request. Where a Party controls such an action, the other Party shall, and shall cause its Affiliates to, assist and cooperate with the Sellers shall cooperate fullycontrolling Party, as and such controlling Party may reasonably request from time to the extent reasonably requested by any other such Partytime, in connection with the filing its activities set forth in this Section 8.5, including where necessary, furnishing a power of Tax Returns; any audit, litigationattorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other proceeding evidence and making its employees available at reasonable business hours; provided that, except with respect to TaxesJoint Patents, the controlling Party shall reimburse such other Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Unless otherwise set forth herein, the Party entitled to bring any patent infringement litigation in accordance with this Section 8.5 shall have the right to settle such claim; and provided that neither Party shall have the determination whether right to file settle any Infringement litigation under this Section 8.5 in a 338(h)(10) Electionmanner that has a material adverse effect on the rights or interest of the other Party or in a manner that imposes any costs or liability on, or involves any admission by, the other Party, without the express written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed). Such cooperation may include, In connection with any activities with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent an Infringement action prosecuted by a Party pursuant to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested this Section 8.5 involving Patents Controlled by the Sellersother Party or licensed under Section 2.1 to the other Party, and EOIR's signing of the Party controlling such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers action shall (i) retain all books and records consult with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, other Party as to the extent notified by strategy for the Buyerprosecution of such claim, any extensions thereof) of the respective taxable periodssuit or proceeding, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give consider in good faith any comments from the other Party reasonable written notice prior to transferring, destroying, or discarding any such books with respect thereto and records and, if (iii) keep the other Party so requestsreasonably informed of any material steps taken and provide copies of all material documents filed, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of in connection with such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 in this Agreement)action.

Cooperation. The Buyer(a) On the terms and subject to the conditions of this Agreement, EOIRincluding Schedule 4.2, each party shall use its reasonable best efforts to cause the Closing to occur (subject to the limitation in the proviso to Section 4.2(c)), including taking all actions reasonably necessary to comply promptly with all legal requirements that may be imposed on it or any of its Affiliates with respect to the Closing. Subject to the terms and conditions of this Agreement, including Schedule 4.2, no party hereto shall, and shall not permit any of its Affiliates to, take any actions, or omit to take any actions, that would, or that would reasonably be expected to, result in any of the Sellers conditions set forth in ARTICLE VI not being satisfied. (b) Without limiting the terms of this Section 4.2, Seller and Investor shall cooperate fully, (i) as soon as practicable after the date of this Agreement (and in any event within 14 days hereof) make any filings required by any Governmental Body pursuant to the extent reasonably requested by any HSR Act or other such Party, Competition Laws in connection with the filing transactions contemplated hereunder, (ii) respond promptly to inquiries from the applicable Governmental Bodies in connection with such filings, including providing any supplemental information that may be requested by such Governmental Bodies and (iii) provide to the other copies of Tax Returns; any audit, litigation, filings made under the HSR Act or other proceeding Competition Laws at the time they are filed with respect the applicable Governmental Bodies, excluding any information included in any such filings that the party reasonably determines it needs to Taxes; keep confidential. Seller and Investor shall oppose any motion or action for temporary, preliminary or permanent injunction against the transactions contemplated by this Agreement and the determination whether Ancillary Agreements. For the avoidance of doubt, except as otherwise required by applicable Law, Investor shall have the primary responsibility for making any such filings and seeking necessary approvals, and Seller shall cooperate with Investor to file a 338(h)(10) Electioncomplete such filings or applications at the reasonable request of Investor. Such cooperation The parties hereto shall furnish to each other such necessary information and reasonable assistance as the others may includerequest in connection with its preparation of any filing or submission that is necessary under the HSR Act or other Competition Laws. Each party hereto shall keep the other apprised of the status of any communications with, and any inquiries or request for additional information from, Governmental Bodies pursuant to the HSR Act or any other Competition Laws, and each party hereto shall use all reasonable efforts to defend against any lawsuit, action or proceeding, judicial or administrative, challenging this Agreement or the transactions contemplated hereby. Except as otherwise provided herein, Investor and Seller shall be responsible for their respective fees and all costs and submissions of all regulatory filings related to any required governmental or regulatory approvals, including the HSR Act (which fee under the HSR Act, for avoidance of doubt, shall be borne by Investor), with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing Applicable Non-U.S. Antitrust Approvals and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax any other applicable Laws. (c) In connection with the matters pertinent contemplated by this Agreement, each party shall, and shall cause its Subsidiaries and Affiliates to EOIR use commercially reasonable efforts prior to the Closing Date to give all notices to third parties and to obtain all third party Consents and assignments in connection with the transactions contemplated hereby and by the Ancillary Agreements and the Debt Financing Commitments, in each case required with respect to the Contracts set forth in Schedule 4.2(c)(i), as such Schedule may be amended through the Closing Date by mutual agreement of the parties, provided, however, that the parties shall not be required to pay or commit to pay any amount to (or incur any extraordinary or unreasonable obligation in favor of) any Person from whom any such Consent or assignment may be required (other than nominal filing or application fees) or agree to any amendments to any Contract, further provided, however, at the request of Investor, Seller shall use commercially reasonable efforts in assisting the Investor to obtain any such Consent for a period of up to 12 months after the Closing. (d) Each party hereto shall keep the other reasonably apprised of the status of matters relating to any taxable period beginning before the Closing until the expiration completion of the statute of limitations (andtransactions contemplated by this Agreement, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give including promptly furnishing the other Party reasonable with copies of written notice prior to transferringnotices or other written communications received by Investor, destroyingon the one hand, or discarding any such books and records and, if Seller on the other Party so requests, EOIR or the Sellershand, as the case may be, shall allow the other Party to take possession or any of such books and records. Buyerits Affiliates or representatives, EOIR, and the Sellers shall, upon request, 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, Governmental Body with respect to the transactions contemplated by this Agreement or any Ancillary Agreement or from any Person alleging that the Consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or any Ancillary Agreement. (e) From and after the date of this Agreement until the earlier of the Closing Date or termination of this Agreement, Seller shall give prompt notice to Investor and Investor shall give prompt notice to Seller of (i) any representation or warranty made by it contained in this Agreement)Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect and (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement within the time contemplated hereby.

Cooperation. (a) The Buyer, EOIRSellers’ Representative and the Purchasers’ Representative shall cooperate, and the Sellers Sellers’ Representative shall cooperate fully, as and to cause the extent reasonably requested by any other such Party, in connection with the filing members of Tax Returns; any audit, litigation, or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR’ Group to, and the Sellers shall, upon requestPurchasers’ Representative shall cause the other members of the Purchasers’ Group to, use their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to satisfy the conditions set forth in Article VI (Conditions to Launch of Offer and Closing) and to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including on the part of the Sellers and the Purchasers, preparing and publishing or filing, as applicable, all documentation (including any Tender Offer Documents) to effect all necessary notices, reports and other filings and to obtain any certificate or other document as promptly as practicable, all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary to be obtained from any governmental authority or any other Person as may be necessary to mitigateGovernment Authority, reduce, or eliminate any Tax that could be imposed (including, but not limited to, those indicated in Section 3.8 (Approvals) of the Sellers’ Disclosure Letter, and those indicated in Section 4.3 (Approvals) of the Purchasers’ Disclosure Letter, in order to consummate the transactions contemplated by this Agreement (including with respect to the Purchasers’ Representative, in the event that an approval in respect of Item 3 of Annex 5 (Required Government Authority Approvals) is required but has not been obtained by the date on which all other Minimum Required Approvals have been obtained, offering to sell, divest, exclude from the transaction or hold separate the Company’s interest in AFC (the “AFC Restructuring”) and implementing, or permitting and cooperating with the Sellers’ Representative to implement, the AFC Restructuring; provided that none of the parties or the Target Companies shall be required to conduct an auction process in connection with such AFC Restructuring); provided, however, that each of the Sellers’ Representative and the Purchasers’ Representative agree to reasonably consult with each other in advance of any initial publication or filing, as applicable, for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations, as applicable, and agree to consider and reasonably take into account the views of the other in connection with such publication or filing. Without limiting the generality of the foregoing, each of the Sellers’ Representative and the Purchasers’ Representative shall, and Sellers’ Representative shall cause the other members of the Sellers’ Group to, and the Purchasers’ Representative shall cause each member of the Purchasers’ Group to, make as promptly as reasonably practicable (and, except with respect to the Tender Offer Documents, in no event later than thirty (30) calendar days after the date hereof), all publications, filings and submissions (including for the avoidance of doubt, unless such approval is not required, the publications, filings and submissions to obtain the approval listed in Item 3 of Annex 5 (Required Government Authority Approvals)) required under any applicable Law in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby or thereby (and provide drafts of such filings to the other party promptly and in no event later than fifteen (15) calendar days after the date hereof), and publish or file, as applicable, promptly any additional information requested under any applicable Law in connection with the transactions contemplated by this Agreement or the other Transaction Documents, after receipt of the request therefor. (b) Without limiting the generality of this Section 5.3 (Cooperation), the Sellers’ Representative and the Purchasers’ Representative shall reasonably cooperate with each other and shall each furnish to the other all information reasonably necessary or desirable in connection with making any publication, application or other filing (including with respect to any Tender Offer Documents) required to be made pursuant to any Law, and in connection with resolving any investigation or other inquiry by any Government Authority under any Laws, in each case, with respect to the transactions contemplated by this Agreement and the other Transaction Documents. Each of the Sellers’ Representative and the Purchasers’ Representative shall as promptly as reasonably practicable inform the other, of any communication with, and any proposed understanding, undertaking or agreement with, any Government Authority regarding any such publications or filings. The Sellers’ Representative and the Purchasers’ Representative shall consult and reasonably cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any member of the Sellers’ Group or the Purchasers’ Group in connection with all meetings, actions and proceedings under or relating to any Laws in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including, with respect to making a particular publication or filing, by providing copies of all such documents (redacted as necessary to address reasonable confidentiality concerns) to the other party and their Representatives prior to such publishing or filing, giving due consideration to all reasonable additions, deletions or changes suggested in connection therewith). (c) Notwithstanding anything to the contrary contained in this Agreement, neither the Purchasers’ Representative nor any member of the Purchasers’ Group shall be obligated to take or refrain from taking, or to agree to take or refrain from taking, any action, or to suffer to exist any condition, limitation, restriction or requirement that, individually or in the aggregate with any other actions, conditions, limitations, restrictions or requirements would or would reasonably be expected to result in a Burdensome Condition, or to litigate or initiate any claim or pursue any litigation or administrative appeal or equivalent procedure against any Government Authority. Upon becoming aware that any Government Authority has imposed or intends to impose a Burdensome Condition, the Purchasers’ Representative shall promptly notify the Sellers’ Representative and provide the Sellers’ Representative with such further detail as it may reasonably request, including a copy of any writing submitted to or received from the applicable Government Authority, and the Purchasers’ Representative shall, in consultation with the Sellers’ Representative, use its reasonable best efforts (subject to limitations set forth in the immediately preceding sentence) to avoid the imposition of (or, if imposed, the lifting of) any such Burdensome Condition including by providing additional information and making additional filings, notices or submissions reasonably requested by the relevant Government Authority and by requesting and attending meetings with the relevant Government Authority in respect thereof, and by seeking to persuade the relevant Government Authority to not impose (or, if imposed, lift) such Burdensome Condition. To the extent that, in connection with any individual Minimum Required Approval or the Minimum Required Approvals in the aggregate, a Capital Condition in an amount no greater than fifty million Dollars (USD 50,000,000) (or the Chilean peso equivalent thereof) is imposed by a Government Authority, the Purchasers’ Representative shall contribute such amount in full as, when and in the manner required. To the extent that, in connection with any individual Minimum Required Approval or the Minimum Required Approvals in the aggregate, a Capital Condition in an amount greater than fifty million Dollars (USD 50,000,000) (or the Chilean peso equivalent thereof) but no greater than seventy-five million Dollars (USD 75,000,000) (or the Chilean peso equivalent thereof) is imposed by a Government Authority notwithstanding the procedures required by this paragraph, the Purchasers’ Representative shall promptly notify the Sellers’ Representative of such fact (providing the Sellers’ Representative with a copy of any writing to or from such Government Authority in respect of such requirement) and of the aggregate amount by which such Capital Condition amount exceeds fifty million Dollars (USD 50,000,000) (or the Chilean peso equivalent thereof) (such excess, the “Excess Contribution Amount”), and the Sellers’ Representative shall have the right within ten (10) Business Days of the receipt of such notice to elect, by delivering a written notice to the Purchasers’ Representative, that the Cash Dividend Amount shall be reduced by an amount equal to such Excess Contribution Amount (the “Dividend Reduction Amount”). (d) The Purchasers’ Representative and the Sellers’ Representative shall keep each other apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of any material notices or other communications received by a member of the Purchasers’ Group or the Sellers’ Group (as the case may be) or, to its knowledge, its Representatives from any Government Authority with respect to the transactions contemplated by this Agreement, in each case to the extent permitted by applicable Law. The Purchasers’ Representative and the Sellers’ Representative shall give prompt notice to each other of any development or combination of developments that, individually or in the aggregate, is reasonably likely to prevent, materially delay or materially impair its ability to consummate the transactions contemplated by this Agreement, including the failure of a condition in Article VI (Conditions to Launch of Offer and Closing); provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (e) Except as contemplated by Section 6.4 (Deferral of Launch of Offer), neither the Purchasers’ Representative nor any member of the Purchasers’ Group shall be required under this Section 5.3 (Cooperation), to take or refrain from taking, or agree to take or refrain from taking, any action adverse to it, or to suffer to exist any condition, limitation, restriction or requirement adverse to it in connection with any notices, reports and other filings, consents, registrations, approvals, waivers, orders, interpretative guidance, exemptions, permits or authorizations required to be filed with, or obtained from, any Government Authority arising from or in connection with any Pre-Closing Reorganization Transaction, it being understood that the payment of any amount in connection with the foregoing by a member of the Purchasers’ Group shall be “adverse to it” for purposes of this Section 5.3(e) except to the extent that the Sellers’ Representative promptly reimburses the applicable member of the Purchasers’ Group for such amount. (f) The Sellers’ Representative and the Purchasers’ Representative shall, and shall cause members of the Sellers’ Group (in the case of the Sellers’ Representative) and the Purchasers’ Group (in the case of the Purchasers’ Representative), to use commercially reasonable best efforts to, as promptly as practicable following the date hereof, obtain such waivers, consents, approvals and authorizations pursuant to the terms of Contracts to which any member of the Sellers’ Group or any Target Company is a party as the Purchasers’ Representative (acting reasonably) deems necessary or advisable in connection with the consummation of the transactions contemplated hereby and by the other Transaction Documents. Any out-of-pocket costs consent fees or similar costs incurred and paid to the relevant Contract counterparty in connection with obtaining such waivers, consents, approvals and authorizations set forth in this Section 5.3(f) shall be borne in equal portions by the Sellers’ Representative and the Purchasers’ Representative and each of the Sellers’ Representative and the Purchasers’ Representative shall reimburse the Purchasers’ Representative or the Sellers’ Representative, as applicable, for its portion of any such documented out-of-pocket costs incurred by the other party promptly upon written request thereof by such incurring party.

Cooperation. The Buyer(a) Subject to applicable Laws relating to the sharing of information, EOIRSellers and Buyer shall have the right to review in advance, and the Sellers shall cooperate fully, as and to the extent reasonably requested by any practicable each will consult the other such Partyon, in connection with all the filing of Tax Returns; any audit, litigation, or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Sellers or Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.5(a) shall allow require Buyer to provide to any Seller any filing made by Buyer under the HSR Act or other applicable antitrust Laws. In exercising the foregoing right, each of Seller and Buyer shall act reasonably and as promptly as practicable. (b) Sellers and Buyer shall each, upon request by the other, furnish the other Party to take possession of with all information concerning itself and its Affiliates and such books and records. Buyer, EOIR, and the Sellers shall, upon request, use their best efforts to obtain any certificate or other document from any governmental authority or any other Person matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Sellers or Buyer or any of their respective Subsidiaries to mitigateany third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, reduceno party need disclose to any other party or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or eliminate (iv) violate any Tax that could be imposed confidentiality or nondisclosure agreement or other agreement or arrangement to which such party or any of its Affiliates is a party. (includingc) Sellers and Buyer shall each keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, but not limited toincluding promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Neither Sellers nor Buyer shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry in connection with the transactions contemplated by this Agreement unless such party consults with the other party in this Agreement)advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; provided, however, that no Seller shall be permitted to attend or participate in any meeting with any Governmental Entity in respect of any filing made under the HSR Act or other applicable antitrust Laws without the prior written approval of Buyer.

Cooperation. The Buyer, EOIR, and During the Sellers shall cooperate fully, as and period from the date of this Agreement to the extent reasonably requested by any other such PartyEffective Time, in connection with the filing each of Tax Returns; any auditBancWest and FHI shall, litigation, or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books confer on a regular and records frequent basis with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (andother, to the extent notified by the Buyerreport on operational matters, any extensions thereof) of the respective taxable periods, policies and to abide by all record retention agreements entered into with any taxing authority, banking practices and (ii) give promptly advise the other Party reasonable written notice prior to transferring, destroyingorally and in writing of any change or event having, or discarding any such books and records andwhich, if the other Party so requestsinsofar as can reasonably be foreseen, EOIR could have, a material adverse effect on BancWest or the SellersFHI, as the case may be, shall allow or which would cause or constitute a material breach of any of the representations, warranties or covenants of such party contained herein and (ii) cause each Subsidiary of BancWest and FHI that is a bank to file all call reports with the appropriate Bank Regulators and all other reports, applications and other documents required to be filed with the applicable Governmental Entities between the date hereof and the Effective Time and make available to the other Party to take possession party copies of all such books reports promptly after the same are filed; provided each of BNP and records. BuyerBancWest, EOIRon the one hand, and FHI, on the Sellers shallother hand, upon requestshall have the right to review in advance, use their best efforts and to obtain any certificate or the extent practicable will consult with the other document from any governmental authority or any other Person as may be necessary party, in each case subject to mitigate, reduce, or eliminate any Tax that could be imposed (including, but not limited toapplicable laws relating to the exchange of information, with respect to all the information relating to such other party and any of its Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated in by this Agreement). In exercising the foregoing right, each of BancWest and FHI agree to act reasonably and as promptly as practicable. Each of BancWest and FHI agrees that it shall, and shall cause its respective Subsidiaries to, to the extent practicable, consult with the other party with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and it will keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby.

Cooperation. (A) The Buyer, EOIR, and the Sellers Owners shall cooperate fully, as and to the extent reasonably requested by any other such Party, with one another in all reasonable respects in connection with Applications, if any, required to be made by any Owner to any Permitting Agency for permits or approvals for alteration, reconstruction or replacement of that Owner's Buildings or for new structures on that Owner's Lot, and shall execute any such properly prepared Application at the filing request of Tax Returns; that Owner (for purposes of this Section 2.4, the "Requesting Party"), provided that any audit, litigation, building or other proceeding structure to be erected on that Owner's Lot shall be built in accordance with respect applicable law and shall conform to Taxes; the requirements set forth in Section 1.1(A) herein. No less than thirty (30) days prior to the Requesting Party's intended submission of an executed Application to a Permitting Agency, however, it shall submit to the other Owners (i) a certification prepared by the architect of record demonstrating that the Application being filed is consistent with the requirements set forth in Section 1.1.(A) herein, (ii) a copy of any completed Application, in a form suitable for submission to such Permitting Agency, and (iii) a copy of any plans and specifications relating to the determination whether work described in the application, in a form suitable for submission to such Permitting Agency. The Requesting Party shall be responsible for the professional fees incurred by the other Party in reviewing the Application and related materials. (B) Such cooperation shall include granting access to the professional performing the Floor Area Survey, in accordance with Section 2.3. herein, but shall not include any action which would create any rights of access to the other Owners' Lots or Buildings or grant to the Requesting Party any rights relating to such Lots or Buildings which are not expressly stated herein or in any other agreement between the Owners or binding upon the Zoning Lot. All Applications shall be made in accordance with all applicable laws. The right of any Owner to alter, reconstruct or replace its Buildings shall in such cases be subject to the restrictions and/or benefits of the Zoning Resolution and other provisions of law as same may hereafter be amended or enacted and in effect at the time that such Applications are made. (C) Each Owner covenants and agrees to file a 338(h)(10) Election. Such cooperation may include, copy of this Agreement together with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant Application for a permit submitted to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periodsPermitting Agency, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give deliver to the other Party reasonable written notice prior Owners copies of any Applications for building and other permits and any plans and specifications submitted to transferringany Permitting Agency, destroyingin each case except permits for interior work, or discarding any such books maintenance and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 repair that could be imposed (including, but not limited to, with respect to the transactions contemplated in this Agreement)have no effect on Floor Area.

Cooperation. (a) The BuyerSubservicer and MSR Owner acknowledge that the arrangement contemplated by this Agreement permits the MSR Owner, EOIRin its sole discretion, to seek to refinance each Mortgage Loan through one or more other Persons. (b) The Subservicer shall reasonably cooperate with the MSR Owner [***] to insert flyers into certain Mortgagor’s billing statements. (c) The Subservicer shall as promptly as practicable provide, upon the request of the MSR Owner, such data and the Sellers shall cooperate fully, as and information relevant to the extent reasonably requested by any other such Party, in connection with the filing of Tax Returns; any audit, litigation, or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and portfolio defense services under this Agreement that is reasonably requested by able to be obtained from the Sellers, Subservicer’s origination and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 (servicing systems including, but not limited to, the Loansphere MSP servicing platform. To the extent fulfillment of the MSR’s Owner’s request would cause the Subservicer to incur internal or out-of pocket costs that would, in the aggregate with any other data/information request(s), exceed $[***] per calendar month to comply with such requests, the Subservicer shall as promptly as practicable notify MSR Owner of the costs related thereto, with a statement of work identifying such work and costs related thereto, together with supporting information and documentation with respect to such costs. Promptly following receipt from Subservicer of such statement of work, MSR Owner and Subservicer shall consult and collaborate with each other to finalize a statement of work that is mutually agreeable to both parties, and after such discussions, the transactions contemplated MSR Owner shall either (x) instruct Subservicer to proceed with fulfilling such request by execution of such statement of work and MSR Owner shall be responsible for reimbursing Subservicer for the costs identified in this Agreementsuch statement of work based on the terms specified in the statement of work or (y) decline to make such request to the Subservicer. (d) To the extent any Mortgagor contacts the Subservicer and make any inquiry regarding [***], Subservicer shall not, directly or indirectly, make any negative or disparaging statements [***] maligning, ridiculing, defaming, or otherwise speaking ill [***], and their respective business affairs, practices or policies, standards, and/or reputation. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (e) In connection with inserting flyers into Mortgagor’s billing statements as described in Section 5.15(b), (i) [***], (ii) such flyers shall comply with all applicable legal and regulatory requirements and (iii) the MSR Owner shall reimburse the Subservicer for the actual and reasonable internalized costs incurred to insert such flyers into the applicable Mortgagor’s statement(s) with a [***] percent ([***]%) premium added thereon plus all actual and reasonable out-of-pocket costs related thereto. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Cooperation. The Buyer(a) Prior to Closing, EOIReach of the Acquiror and the Members shall, and the Sellers Members shall cause the Company to, and each of them shall cause its respective Subsidiaries (as applicable) and, in the case of Members of the Company, its Affiliates, and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate fully, as and in a timely manner in connection with any equity financing arrangement the parties mutually agree to the extent reasonably requested by any other such Party, seek in connection with the filing transactions contemplated by this Agreement, including the PIPE Investment (it being understood and agreed that the consummation of Tax Returns; any auditsuch financing by the Company or Acquiror shall be subject to the parties’ (except for the Equityholder Representative’s) mutual agreement), litigation, including (if mutually agreed by the parties) (a) by providing such information and assistance as the other party may reasonably request (including by providing such cooperation and assistance as may be reasonably requested in connection with the preparation of any investor presentations or other proceeding offering materials in connection with the PIPE Investment), (b) granting such access to the other party and its representatives as may be reasonably necessary for their due diligence, and (c) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions with respect to Taxes; such equity financing efforts (including direct contact between senior management and other representatives of the determination whether Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors. (b) From the date of the announcement of this Agreement or the transactions contemplated hereby (pursuant to file a 338(h)(10) Election. Such cooperation may includeany applicable public communication made in compliance with Section 11.13), until the Closing Date, Acquiror shall instruct its financial advisors to keep the Company and its financial advisors reasonably informed with respect to the Tax Returns described PIPE Investment and any changes in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect rotation of the Buyer or EOIR after the Closing and that is reasonably requested Acquiror Common Shares during such period, including by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, providing regular updates and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books reasonably consulting and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIRcooperating with, and considering in good faith any feedback from the Sellers shallCompany or its financial advisors with respect to such matters; provided, upon request, use their best efforts that each of Acquiror and the Company acknowledges and agrees that Acquiror’s and the Company’s respective financial advisors shall be entitled 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, the fees and reimbursements with respect to the transactions contemplated PIPE set forth in this Agreement)the letter agreements, dated October 29, November 1 and November 5, 2021, respectively, between the Acquiror and the applicable financial advisor.

Cooperation. The BuyerFollowing the Retirement Date, EOIRin further consideration of the payments that are being made to Employee pursuant to this Agreement, Employee will continue to cooperate with Employer Entities and promptly provide thorough and accurate information and testimony voluntarily to or on behalf of any Employer Entity, regarding any investigation, or threatened or actual legal proceeding, by or against any Employer Entity or by any government agency, but agrees not to disclose or to discuss with anyone who is not directing or assisting in any Employer Entity investigation or case, other than Employee’s attorney, the Sellers shall cooperate fullyfact of or the subject matter of any investigation, except as and required by law or as otherwise requested by the Employer Entities, to the extent reasonably requested by legally permitted. Employee also agrees to provide any other such Party, in connection with the filing of Tax Returns; any audit, litigation, or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the SellersEmployer Entities in connection with any investigation or actual or threatened legal proceeding, provided that Employer agrees to reimburse Employee for all reasonable and EOIR's signing of documented expenses incurred by Employee in connection with such Tax Returnscooperation. Such cooperation also shall include As long as Employee complies with this paragraph, the retention and (upon Employer Entities will continue to provide Employee with any Party's request) the provision of records and information that are reasonably relevant to any audit, litigation, protections or other proceeding and making employees available on a mutually convenient basis benefits to provide additional information and explanation which Employee was entitled during his employment arising out of any material provided hereunderagreements the Employer Entities may have with any government agency or division. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (andEmployee agrees, to the extent notified by legally permitted, to promptly inform Employer if Employee becomes aware of any investigation or lawsuit involving claims that may be made against the BuyerEmployer Entities that may be filed or threatened against the Employer Entities, to the extent that such claims relate to the period of Employee’s employment with Employer. Employee also agrees, to the extent legally permitted, to promptly inform Employer (to the extent that Employee is legally permitted to do so) if Employee is asked to assist in any extensions thereof) investigation of the respective taxable periodsEmployer Entities (or their actions), and to abide by all record retention agreements entered into with any taxing authority, and (ii) 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, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession regardless of such books and records. Buyer, EOIR, and the Sellers shall, upon request, use their best efforts to obtain any certificate whether a lawsuit 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, proceeding has then been filed against Employer with respect to the transactions contemplated in such investigation, and shall not do so unless legally required. Any Employer Entity requesting information or other compliance with this Agreement)Paragraph 9 will attempt to work with Employee to arrange times that reasonably accommodate Employee, and such Employer Entity will reimburse Employee for reasonable transportation, commuting, parking or other similar expenses expended as a result of Employee’s cooperation.

Cooperation. 14.3.1 The Buyer, EOIR, and Parties shall use all reasonable efforts to promptly obtain the Sellers shall cooperate fully, as and HSR Conditions for the consummation of the Transactions to the extent applicable and shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC and the DOJ and shall comply promptly with any such inquiry or request. The Parties shall instruct their respective counsel to coordinate and cooperate with each other and use commercially reasonable efforts to facilitate and expedite the identification and resolution of any such issues and, consequently, the expiration of the applicable HSR Act waiting period. In the context of this Section 14.3, all reasonable efforts and cooperation include counsel’s undertaking: (i) to reasonably requested by keep each other informed of communications received from and submitted to personnel of the FTC, the DOJ or any other such antitrust authority; and (ii) to confer with each other regarding appropriate contacts with and response to personnel of the FTC, the DOJ or any other antitrust authority and consider in good faith the views of the other Party, including all reasonable additions, deletions or changes suggested by the other Party; provided, however, Xxxxxxx shall have the principal responsibility for devising and implementing the strategy for obtaining the HSR Conditions and shall lead and direct all submissions to, meetings and communications with the FTC, the DOJ or any other party in connection with antitrust matters. Xxxxxxx shall be responsible for the applicable HSR Act filings fees in connection with the filing Investment Agreement and this Agreement to the extent applicable, and each Party shall be responsible for the costs and expenses of Tax Returns; its own legal and other advice in relation to the HSR Forms submitted pursuant to the HSR Act therewith. 14.3.2 Xxxxxxx shall use its reasonable best efforts to take such actions as may be required under the HSR Act or other antitrust laws in order to satisfy the conditions set forth in this Section 14. Notwithstanding anything to the contrary in this Agreement, the terms “commercially reasonable efforts” or “reasonable best efforts” do not require that either Party (i) offer, negotiate, commit to or effect, by consent decree, hold separate order, trust or otherwise, the sale, divestiture, license or other disposition of any auditcapital stock, litigationassets, rights, products or businesses of such Party or its Affiliates, (ii) agree to any restrictions on the activities of such Party or its Affiliates, or (iii) pay any material amount or take any other action to prevent, effect the dissolution of, vacate, or lift any decree, order, judgment, injunction, temporary restraining order, or other order in any suit or proceeding with respect to Taxes; and that would otherwise have the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer effect of preventing or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon delaying any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 in this Agreement)Transactions.

Cooperation. The BuyerUpon the receipt of reasonable notice from the Employer (including from outside counsel to the Employer), EOIRthe Employee agrees that while employed by the Employer and after the termination of the Employee’s employment for any reason, the Employee will respond and provide information with regard to matters in which the Employee has knowledge as a result of the Employee’s employment with the Employer, and will provide reasonable assistance to the Sellers shall cooperate fullyEmployer, as its Affiliates and their respective representatives in defense of any claims that may be made against the Employer or its Affiliates, and will assist the Employer and its Affiliates in the prosecution of any claims that may be made by the Employer or its Affiliates, to the extent reasonably requested by any other that such Party, in connection claims may relate to the period of the Employee’s employment with the filing of Tax Returns; any auditEmployer, litigationprovided, or other proceeding that with respect to Taxes; and periods after the determination whether to file a 338(h)(10) Election. Such cooperation may includetermination of the Employee’s employment, the Employer shall reimburse the Employee for any reasonable out-of-pocket expenses incurred in providing such assistance and, with respect to any period in which the Tax Returns described in SECTION 4.1 (A) Employee is required to provide more than ten hours of assistance per week after her termination of employment but is not receiving severance payments from the Buyer's consent Employer or its Affiliates, and is not testifying, the Employer shall pay the Employee a reasonable amount of money for her services at a reasonable rate agreed to an election between the Employer and the Employee; and provided further that does not adversely affect the Buyer or EOIR after the Closing and Employee’s termination of employment with the Employer, such assistance shall not unreasonably interfere with the Employee’s business or personal obligations. The Employee agrees to promptly inform the Employer if the Employee becomes aware of any lawsuits involving such claims that may be filed or threatened against the Employer or its Affiliates. The Employee also agrees to promptly inform the Employer (to the extent the Employee is reasonably requested by legally permitted to do so) if the SellersEmployee is asked to assist in any investigation of the Employer or its Affiliates (or their actions), and EOIR's signing regardless of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any audit, litigation, whether a lawsuit or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. EOIR and has then been filed against the Sellers shall (i) retain all books and records Employer or its Affiliates with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periodssuch investigation, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party shall not do so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 in this Agreement)unless legally required.

Cooperation. The Buyerparties agree that through March 31, EOIR2009, Employee will, among other things that Employer may reasonably request in connection with Employer's business, (a) use his reasonable best efforts to assist in effectuating a smooth transition of his projects, assignments and responsibilities and (b) provide ongoing strategic and other advice and assistance as Employer may determine, in its sole discretion, to be necessary. The parties further agree that at all times following March 31, 2009, Employee will cooperate fully with the Employer in providing truthful testimony as a witness or a declarant in connection with any present or future court, administrative, governmental agency or arbitration proceeding involving the Employer with respect to which the Employee has relevant information arising out of his employment with the Employer. Employee also will assist Employer during the discovery phase (or prior thereto) of any judicial, administrative, arbitration, or governmental agency proceeding involving Employer and with respect to which the Employee has relevant information arising out of his employment with Employer including, without limitation, meeting with counsel, assisting and cooperating in the preparation and review of documents, and meeting with other representatives of the Sellers shall cooperate fullyEmployer. The parties agree that such cooperation and assistance shall, as and to the extent reasonably requested practicable (giving due regard to the needs of the Employer and the requirements of Employee's then current work obligations), be at times and places that are mutually convenient to both the Employee and the Employer. Moreover, Employee will not be required to assist on such matters in excess of an average of 10 hours per month up to a total of 20 hours, except at an hourly rate of $200.00. If the parties cannot agree on mutually convenient times and places, the Employer will provide the Employee with a choice of three acceptable dates in different weeks and places and Employee will select one of the three. The parties agree that this procedure shall apply anytime the Employer and Employee cannot agree on a mutually convenient time and place to meet. The Employer agrees that it will pay, upon production of appropriate receipts, the reasonable business expenses (including air transportation, hotel, and similar expenses) incurred by any other such Party, Employee in connection with such assistance. Employee represents that he is not presently aware of any conflict of interest between himself and Employer in connection with any pending litigation or investigations that may give rise to a question regarding the filing of Tax Returns; any audit, litigation, or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, possible need for independent counsel with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent defense of such matters. Effective as of 11:59 P.M. Pacific Time, March 31, 2009, Employee will be terminated as Senior Vice President of Acquisitions and Dispositions of PS Business Parks, Inc., and terminated from all other officer positions that he holds with PS Business Parks, Inc. with any of its subsidiaries and affiliated companies. Employee agrees to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably sign, if requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the BuyerEmployer, any extensions thereof) of the respective taxable periods, and forms necessary to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any effectuate such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, use their best efforts to obtain any certificate or other document termination 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, offices he holds with respect to the transactions contemplated in this Agreement)Employer.

Cooperation. The Buyer, EOIREach of the Purchaser and the Company shall, and shall cause any other Recipients to, use their commercially reasonable efforts to (a) cooperate with the Sellers applicable Provider and its Affiliates with respect to the provision of any Service and (b) enable the applicable Provider and its Affiliates to provide the Services in accordance with this Agreement. Further, each Recipient and its Affiliates shall cooperate fullyuse commercially reasonable efforts to provide information and documentation sufficient for each Provider to perform the Services in the manner they were provided in the ordinary course immediately prior to the Closing, and each Recipient shall use commercially reasonable efforts to make available, as reasonably requested by each Provider, sufficient resources and timely decisions, approvals and acceptances in order that each Provider may perform its obligations under this Agreement in a timely and efficient manner. Provider’s failure to perform the Services shall be excused if and to the extent reasonably requested by it results from Recipient’s failure to provide any data systems, personnel, intellectual property or any other underlying resources reasonably necessary for Provider to provide any of the Services hereunder; provided, that if either Party becomes aware of any failure of the Recipient to provide any such Partydata systems, in connection with the filing of Tax Returns; any auditpersonnel, litigation, intellectual property or other proceeding with respect resources, then such Party shall provide notice thereof to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior as soon as reasonably practicable and the Parties shall cooperate to transferringminimize any disruption to the Services. In the event a Provider has to use materially different data systems, destroyingpersonnel, intellectual property or discarding any such books and records other underlying resources to provide any of the Services because of Recipient’s change to the operation of the Business, then the Parties shall negotiate in good faith to amend Schedule 2.01 or the applicable Service Charges and, if the other Party so requestsParties are unable to agree after a reasonable amount of time, EOIR or Seller’s obligation to continue to provide such Service notwithstanding such change shall be subject to Purchaser agreeing to reimburse Seller for the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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, incremental costs incurred by Seller with respect to such Service while the transactions contemplated Parties continue to negotiate in this Agreement)good faith to effect such amendment.

Cooperation. The Buyer(a) Seller and Buyer shall provide each other with such assistance and documents, EOIR, without charge and the Sellers shall cooperate fullyin a timely fashion, as and to the extent may be reasonably requested by either of them in connection with (i) the preparation of any Tax Return, (ii) the conduct of any Tax Contest, or (iii) any other such Partymatter that is the subject of this Agreement. Such assistance shall include, without limitation: (i) the provision on demand of books, records, Tax Returns, documentation or other information relating to any relevant Tax Return; (ii) the execution of any document that may be necessary or reasonably helpful in connection with the filing of any Tax Returns; any audit, litigationReturn, or other proceeding in connection with respect to Taxesany Tax Contest, including, without limitation, the execution of powers of attorney and extensions of applicable statutes of limitations; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (Aiii) the Buyer's consent use of reasonable efforts to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon obtain any Party's request) the provision of records and information that are reasonably relevant to documentation from any audit, litigation, Governmental Authority or other proceeding Person that may be necessary or reasonably helpful in connection with the foregoing. Each party shall make its employees and making employees facilities available on a mutually convenient basis to provide additional information facilitate such cooperation. (b) Seller and explanation each other member of any material provided hereunder. EOIR the Seller Consolidated Group, and CRSI and the Sellers Subsidiaries, shall (i) retain or cause to be retained all books Tax Returns, schedules and workpapers, and all material records with respect to Tax matters pertinent to EOIR or other documents relating to any taxable period beginning before the Closing thereto, until the expiration of the statute of limitations (and, to the extent notified by the Buyer, including any waivers or extensions thereof) with respect to the Taxable periods to which such Tax Returns and other documents relate or until the expiration of any additional period that either Buyer or Seller, as the case may be, may reasonably request in writing with respect to specifically designated material records or documents. If Seller or any other member of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroyingSeller Consolidated Group, or discarding Buyer, CRSI or any such books of the Subsidiaries, intends to destroy any material and relevant records andor documents, if the other Party so requests, EOIR Seller or the SellersBuyer, as the case may be, shall allow provide the other Party party with advance notice and the opportunity to copy or take possession of such books and recordsrecords or documents. Buyer, EOIR, and The parties hereto will notify each other in writing of any waivers or extensions of the Sellers shall, upon request, use their best efforts to obtain any certificate applicable statute of limitations that may affect the period for which the foregoing records or other document from any governmental authority or any other Person as may documents must be necessary to mitigate, reduce, or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated in this Agreement)retained.

Cooperation. The Buyer, EOIR, and the Sellers shall cooperate fully, as and to the extent reasonably requested by any other such Party, in connection (a) In accordance with the filing of Tax Returns; any audit, litigation, or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereofSection 12(l) of the respective taxable periodsEmployment Agreement, You agree to cooperate reasonably and to abide by all record retention agreements entered into in good faith with any taxing authority, and (ii) 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, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, use their best efforts to obtain any certificate or other document from any governmental authority or any other Person Company as may be necessary to mitigaterespond to any inquiries that may arise with respect to matters that You were responsible for or involved with during Your employment with Lantheus. (b) You agree to cooperate fully and in good faith with the Company and its legal counsel in connection with any defense, reduceprosecution or investigation of any and all actual, threatened, potential or pending court or administrative proceedings or other legal matters in which You may be involved as a party and/or in which the Company determines, in its sole discretion, that You are a relevant witness and/or possess relevant information. In connection with such matters, You agree to notify, communicate and be represented by counsel of the Company’s choosing (at the Company’s expense), to fully cooperate and work with such counsel with respect to, and in preparation for, any depositions, interviews, responses, appearances, or eliminate other legal matters, and to testify honestly with respect to all matters. Should the Company seek Your cooperation under this Paragraph, it shall do so only to the extent reasonable, and shall reimburse You for any Tax reasonable out of pocket expenses You incur in connection with such cooperation, provided that could You timely submit valid receipts for reimbursement to the Company. (c) You agree to cooperate fully and in good faith with the Company and its legal counsel in connection with any and all legal matters relating to the Company or any other Released Party in which You may be imposed called as an involuntary witness (includingby subpoena or other compulsory process) served by any third-party. Your cooperation will include providing Lantheus with written notice of any subpoena or other compulsory process served upon You within forty-eight (48) hours of its occurrence, but meeting with the Company’s attorneys, providing the attorneys with requested information, and working with the attorneys in preparation for Your involuntary appearance. In connection with such matters, You agree to be represented by the Company’s counsel (at the Company’s expense), to fully cooperate and work with such counsel with respect to, and in preparation for, any response to a subpoena or other compulsory process served upon You, and to testify honestly with respect to all matters. (d) Notwithstanding any other provision of this Agreement, You are entitled to appoint, at Your own expense, Your own legal counsel in addition to the Company’s counsel in connection with any legal matters covered by Section 9 of this Agreement; provided, however, that, if You decide to appoint Your own counsel because there is an actual conflict that prevents the Company’s counsel from representing both the Company and You, the Company will reimburse You for the reasonable fees and costs of Your chosen counsel, provided that such conflict is a result of Your being a party or threatened to be made a party to, or Your conduct being the subject of, any such threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), and You acted in good faith and in a manner You reasonably believed to be in or not limited toopposed to the best interests of the Company, or, with respect to any criminal action or proceeding, there is no reasonable basis to believe Your conduct was unlawful. The selection by You of Your own counsel shall in no way detract from or interfere with any of the transactions contemplated obligations You have to cooperate with the Company as agreed to herein. In no event shall the Company have any obligation to provide counsel to You in this Agreement)connection with any legal matters or litigation which may arise between You and the Company, if any.

Cooperation. The BuyerParties agree to cooperate fully in any infringement action pursuant to this Section 7.4, EOIRincluding in the case of UroGen, by making the inventors, applicable records and documents (including laboratory notebooks) of the relevant Patents available to Allergan upon Allergan’s request. Where a Party controls such an action, the other Party shall, and shall cause its Affiliates to, assist and cooperate with the Sellers shall cooperate fullycontrolling Party, as and such controlling Party may reasonably request from time to the extent reasonably requested by any other such Partytime, in connection with the filing its activities set forth in this Section 7.4, including where necessary, furnishing a power of Tax Returns; any audit, litigationattorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other proceeding evidence and making its employees available at reasonable business hours; provided that the controlling Party shall reimburse such other Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Unless otherwise set forth herein, the Party entitled to bring any infringement in accordance with this Section 7.4 shall have the right to settle such litigation; provided, further, that neither Party shall have the right to settle any infringement litigation under this Section 7.4 in a manner that has a material adverse effect on the rights or interest of the other Party or in a manner that imposes any costs or liability on or involves any admission by, the other Party, without the express written consent of such other Party (which consent shall not be unreasonably withheld, conditioned or delayed). In connection with any activities with respect to Taxes; and an infringement action prosecuted by a Party pursuant to this Section 7.4 involving Patents Controlled by or licensed under Section 2.1 to the determination whether other Party, the Party controlling such action shall (a) consult with the other Party as to file a 338(h)(10the strategy for the prosecution of such claim, suit or proceeding, (b) Election. Such cooperation may include, consider in good faith any comments from the other Party with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention thereto and (upon any Party's requestc) keep the provision of records and information that are other Party reasonably relevant to any audit, litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation informed of any material provided hereunder. EOIR steps taken and the Sellers shall (i) retain provide copies of all books and records material documents filed, in connection with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 in this Agreement)action.

Cooperation. The BuyerWhether before, EOIRat or after the Closing, CommScope shall, and shall cause its Representatives to, cooperate with and use their reasonable best efforts to assist Furukawa, the Sellers shall cooperate fullyBuyer Entities and their Representatives in doing all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby and/or by the Purchase Agreement or the Collateral Agreements, as such transactions relate to the aspects of the Buyer Entities that CommScope had participated in prior to the date hereof (other than the Initial Entities), including using reasonable best efforts to facilitate the transition of Furukawa as supervisor over the formation, establishment and preparation of the Buyer Entities and the establishment of plans, programs and procedures to provide compensation and benefits to employees and otherwise to enable the Buyer Entities to manage their respective work forces ("Employee Matters") (including coordinating with any outside accountants, consultants, attorneys or advisors retained by Furukawa, CommScope and/or any Buyer Entity in connection with the transactions contemplated by this Agreement (or the MOU), the Purchase Agreement or the Collateral Agreements). Without limiting the generality of the foregoing, CommScope shall make the persons described in the next sentence available to Furukawa, the Buyer Entities and their Representatives for consultation and information transfer to the extent reasonably requested necessary or advisable to assist Furukawa, the Buyer Entities and their Representatives to accomplish the tasks described in the preceding sentence in a timely and efficient manner; provided, that, following the Closing, (a) CommScope shall not be obligated to make any such persons available to the extent that it would materially disrupt CommScope's business and (b) Furukawa or such Buyer Entities, as applicable, shall reimburse CommScope for its reasonable out-of-pocket cost and expense of making such persons available after the Closing. The persons referred to in the preceding sentence are those employees or Representatives of CommScope who have knowledge or experience with respect to the work that has been done by any other such PartyCommScope or its Representatives regarding Lucent, OFS and/or the Buyer Entities, in each case, in connection with the filing of Tax Returns; any audittransactions contemplated by this Agreement (or the MOU), litigationthe Purchase Agreement or the Collateral Agreements, or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect including without limitation work relating to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellershiring of OFS employees, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information human resources transition services by Lucent and/or other Employee Matters. CommScope hereby agrees to waive any conflict of interest that are reasonably relevant to could preclude Furukawa, the Buyer Entities or any auditSubsidiary, litigationAffiliate, successor or assign of any of the foregoing from using any outside accountants, consultants, attorneys, advisors or other proceeding persons to assist with the efforts described in this Section 7.1. From time to time, whether before, at or following the Closing, Furukawa and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periodsCommScope shall, and to abide by shall cause their respective Affiliates to, execute, acknowledge and deliver all record retention agreements entered into with any taxing authoritysuch further conveyances, notices, assumptions, releases and acquittances and such other instruments, and (ii) give the other Party reasonable written notice prior to transferringshall take such further actions, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary or appropriate to mitigate, reduce, or eliminate any Tax that could be imposed (including, but not limited to, with respect assure fully to the transactions contemplated in this Agreement)Cable JV and the other Buyer Entities all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to the Cable JV and the other Buyer Entities at the Closing and to assure fully to the Cable JV and the other Buyer Entities the assumption of the liabilities and obligations intended to be assumed by the Cable JV and the other Buyer Entities at the Closing.

Cooperation. Following the execution of this Agreement, the Purchaser, the Sellers and the Companies agree as follows: (a) The Buyer, EOIRparties shall each use their reasonable best efforts, and shall cooperate fully with each other in preparing, filing, prosecuting, and taking any other actions with respect to, any filings, applications, requests, or actions which are or may be necessary, to obtain the consents, approvals, authorizations or other orders of any Governmental Authority or other person which are or may be necessary in connection with the transactions contemplated by this Agreement. (b) Without limiting the foregoing, the Sellers shall cooperate fully, as and to the extent reasonably requested by any other such Party, in connection with the filing of Tax Returns; any audit, litigation, or other proceeding with respect to Taxes; Purchaser at the Purchaser's request and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, doing use their best efforts from and after the Closing Date to obtain any certificate consents to the Material Contracts set forth in Schedule 2.8, as required in accordance with the terms of such Material Contracts; (c) If the Purchaser or a Company receives an administrative or other document from order or notification relating to any governmental authority violation or claimed violation of the rules and regulations of any Governmental Authority that could affect the Purchase's, the Sellers' or the Companies' ability to consummate the transactions contemplated hereby, the Purchaser, the Sellers or the Companies shall promptly notify the other Person party or parties thereof and shall use its reasonable best efforts to take such steps as may be necessary to mitigate, reduce, or eliminate remove any Tax that could be imposed (including, but not limited to, with respect such impediment to the transactions contemplated in by this Agreement); and no such notification shall affect the representations or warranties of the parties or the conditions to their respective obligations hereunder; and (d) Subject to the terms and conditions of this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as soon as practicable but in no event later than the Closing.

Cooperation. 12.1 The Buyerparties undertake, EOIRupon the request of any party, at any time after today and until six months after Closing and without further compensation to execute all reasonable documents in proper form and to take all reasonable measures which may still be necessary in order to consummate this Agreement. 12.2 Purchaser 1 and Guarantor shall ensure that all communications, oral or written, with their respective shareholders, customers, and employees regarding the Sellers Transaction or the General Assembly (together, "Transaction Communications") comply in all material respects with all applicable laws, and Purchaser 1 and Guarantor shall cooperate fullyprovide each other all information, as and to the extent reasonably requested by the respective other party and, without limiting the generality of the foregoing, Purchaser 1 and Guarantor shall ensure that none of the Transaction Communications contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made. Subject to the other such Partyparagraphs of this Article 12.2, neither Purchaser 1 nor Guarantor shall include in connection with the filing of Tax Returns; written Transaction Communications any audit, litigation, or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, information with respect to the Tax Returns described in SECTION 4.1 (A) respective other party or its Affiliates or associates, the Buyer's consent to an election that does form and substance of which information shall not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested have been approved by the Sellersrespective other party prior to such inclusion, such approval not to be unreasonably withheld or delayed. The parties shall apply procedures that allow the respective other party appropriate time to review the Transaction Communications whereby the legal requirements and circumstances shall be taken into account. With regard to the invitation to the General Assembly of Purchaser 1 that will decide on the Agreement, Purchaser 1 will submit the draft invitation to Seller 1 and the Guarantor, and EOIR's signing enable Seller 1 and Guarantor to participate in the internal coordination and approval process of Purchaser 1. Should Purchaser 1 on the one hand and Seller 1 and Guarantor on the other hand not agree on the final invitation within the timeframe envisaged for the internal review by the Purchaser, Purchaser 1 shall have the right to decide which version of the invitation will finally be published. With regard to any other publication or communication, the parties shall consult with each other prior to making such Tax Returns. Such cooperation also shall include publication or communication. 12.3 Purchaser 3, that will assume a lease agreement, will offer to and agree with an Affiliate of Seller 1 on the retention and (upon any Party's request) sub-lease of those parts of the provision of records and information leased space that are reasonably relevant currently used by Seller 3 for its "tech business" and Guarantor will ensure that one of its Affiliates enters into a sublease agreement with regard to any audit, litigation, or other proceeding and making employees available such space on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 back-to, with respect to the transactions contemplated in this Agreement)-back basis.

Cooperation. The BuyerEach party hereto (i) shall promptly inform each other of any communication from any Governmental Authority concerning this Agreement, EOIRthe transactions contemplated hereby and any filing, notification or request for approval related thereto and (ii) shall permit the other parties hereto to review in advance any proposed written communication or information submitted to any such Governmental Authority in response thereto. In addition, each of the Sellers and the Sellers Buyer Parties shall cooperate fullynot agree to participate in any meeting with any Governmental Authority in respect of any filings, as and to the extent reasonably requested by any other such Party, in connection with the filing of Tax Returns; any audit, litigation, investigation or other proceeding inquiry with respect to Taxes; and this Agreement, the determination whether to file a 338(h)(10) Election. Such cooperation may includetransactions contemplated hereby or any such filing, notification or request for approval related thereto unless it consults with respect to the Tax Returns described other parties hereto in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (advance and, to the extent notified permitted by any such Governmental Authority, gives the Buyerother parties hereto the opportunity to attend and participate thereat, in each case to the maximum extent practicable. Subject to any extensions thereof) restrictions under applicable laws, rules or regulations, each of the respective taxable periods, Seller Parties and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if Buyer Parties shall furnish the other Party so requests, EOIR Buyer or the Sellers, as the case may be, shall allow with copies of all correspondence, filings and communications (and memoranda setting forth the other Party to take possession of such books substance thereof) between it and records. Buyer, EOIRits Affiliates and their respective representatives on the one 38 <PAGE> hand, and the Sellers shallGovernmental Authority or members of its staff on the other hand, upon requestwith respect to this Agreement, the transactions contemplated hereby (excluding documents and communications which are subject to preexisting confidentiality agreements and to the attorney-client privilege or work product doctrine) or any such filing, notification or request for approval related thereto. The Seller Parties and the Buyer Parties shall also furnish the other parties with such necessary information and assistance as such other parties and their Affiliates may reasonably request in connection with their preparation of necessary filings, registration or submissions of information to the Governmental Authority in connection with this Agreement, the transactions contemplated hereby and any such filing, notification or request for approval related thereto. The Seller Parties and the Buyer Parties shall prosecute all required requests for approval with all necessary diligence and otherwise use their respective reasonable best efforts to obtain any certificate or other document from any governmental authority or any other Person the grant thereof 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 in this Agreement)soon as possible.

Cooperation. The BuyerSellers and the Buyers (i) shall promptly inform each other of any communication from any Governmental Entity concerning this Agreement, EOIRthe transactions contemplated hereby, and any filing, notification or request for approval and (ii) shall permit the other party to review in advance any proposed written communication or information submitted to any such Governmental Entity in response thereto. In addition, each of the Sellers and the Buyers shall cooperate fullynot agree to participate in any meeting with any Governmental Entity in respect of any filings, as and to the extent reasonably requested by any other such Party, in connection with the filing of Tax Returns; any audit, litigation, investigation or other proceeding inquiry with respect to Taxes; and this Agreement, the determination whether to file a 338(h)(10) Election. Such cooperation may includetransactions contemplated hereby or any such filing, notification or request for approval unless it consults with respect to the Tax Returns described other party in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (advance and, to the extent notified permitted by any such Governmental Entity, gives the Buyerother party the opportunity to attend and participate thereat, in each case to the maximum extent practicable. Subject to any extensions restrictions under applicable laws, rules or regulations, each of the Sellers and the Buyers shall furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) of between it and its Affiliates and their respective representatives on the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) 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, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIRone hand, and the Governmental Entity or members of its staff on the other hand, with respect to this Agreement, the transactions contemplated hereby (excluding documents and communications which are subject to preexisting confidentiality agreements and to the attorney-client privilege or work product doctrine) or any such filing, notification or request for approval. Each of the Sellers shalland the Buyers shall also furnish the other party with such necessary information and assistance as such other party and its Affiliates may reasonably request in connection with their preparation of necessary filings, upon requestregistration, or submissions of information to the Governmental Entity in connection with this Agreement, the transactions contemplated hereby and any such filing, notification or request for approval. The Sellers and the Buyers shall prosecute all required requests for approval with all necessary diligence and otherwise use their respective reasonable best efforts to obtain any certificate or other document from any governmental authority or any other Person the grant thereof by a Final Order 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 in this Agreement)soon as possible.

Cooperation. Mx. X’XXXXX agrees that, for at least two (2) years following the Separation Date, he will reasonably cooperate with the Company and any Released Party regarding requests for assistance by serving as a witness or providing information about matters connected with Mx. X’XXXXX’x prior employment with the Company or any Released Party. The BuyerCompany or the Released Party requesting assistance shall reimburse Mx. X’XXXXX for any reasonable out-of-pocket expenses incurred as a direct result of Mx. X’XXXXX’x providing cooperation pursuant to this Section, EOIRincluding without limitation travel, lodging and meals, promptly upon Mx. X’XXXXX’x presentation of receipts for such expenses. Without waiving any of the Sellers shall cooperate fullyCompany’s rights under this Section 16, as and to the extent reasonably practicable, the Company agrees that cooperation shall occur via telephone and in such a manner as to minimize interference with Mx. X’XXXXX’x other work and personal obligations. In the event that as a result of cooperating with the Company pursuant to this provision (i) Mx. X’XXXXX is subpoenaed as a witness, or is specifically requested by any other such Partythe Company to be a witness, in connection with a matter involving his employment with the filing of Tax Returns; any audit, litigation, or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityCompany, and (ii) give Mx. X’XXXXX determines that he would benefit from the other Party advice of counsel in connection therewith, then the Company will, to the full extent permitted by its By-Laws and applicable law, reimburse Mx. X’XXXXX for reasonable written notice prior to transferring, destroying, or discarding any such books attorney’s fees and records and, costs incurred in connection therewith. The Company will advance these fees and costs if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and recordsrequested by Mx. Buyer, EOIR, and the Sellers shall, upon request, 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 (includingX’XXXXX, but not limited to, only if Mx. X’XXXXX first provides the Company with respect to an undertaking (as that term is defined in the transactions contemplated in this Agreement)Company’s By-Laws) and complies with all the terms and conditions of the By-Laws regarding advancement of expenses.

Cooperation. The Buyer, EOIR, and the Sellers Employee shall cooperate fully, as and fully with Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of Employer which relate to the extent reasonably requested events or occurrences that transpired while Employee was employed by any other such Party, Employer. Employee's full cooperation in connection with the filing such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of Tax Returns; Employer. During and after Employee's employment, Employee shall also cooperate fully with Employer in connection with any auditinvestigation or review by any federal, litigationstate or local regulatory authority as any such investigation relates to events or occurrences that transpired while Employee was employed with Employer. Employee further agrees to execute and deliver to Employer any security and other agreements, instructions, statements, certificates, replacement option grants, or other proceeding with respect documents, and take any and all such other actions that relate to Taxes; and matters that were within the determination whether to file a 338(h)(10) Election. Such cooperation scope of Employee's authority while an employee or officer of Employer, as may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably be requested by Employer, to effect, confirm or further assure or protect Employer's interests provided, however, that nothing herein shall be interpreted so as to limit, in any way, Employee's rights as a stockholder of the Sellers, and EOIR's signing Employer. Employer will reimburse Employee for all documented out-of-pocket expenses necessarily incurred as a result of such Tax Returnscooperation, including travel, lodging and meals. Such cooperation also The consideration to be paid in accordance with this Agreement shall include terminate in the retention and (upon event of Employee's failure to cooperate as required under this paragraph. Nothing herein shall prohibit or bar either party from providing truthful testimony in any Party's request) the provision of records and information that are reasonably relevant to any audit, litigation, legal proceeding or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into in communicating with any taxing authoritygovernmental agency or representative or from making any truthful disclosure required, and (ii) give the other Party reasonable written notice prior to transferringauthorized or permitted under law; provided, destroyinghowever, that in providing such testimony or discarding any making such books and records anddisclosures or communications, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, both parties will 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 ensure that could be imposed (including, but not limited to, this Section is complied with respect to the transactions contemplated in this Agreement)maximum extent possible.

Cooperation. The Buyer, EOIRP&G and Purchaser shall each reasonably cooperate, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives reasonably to cooperate, in preparing and filing all Tax Returns of the Sellers shall cooperate fullyTransferred Subsidiaries or otherwise relating to the Pharmaceuticals Business or the Pharmaceuticals Business Assets, as including (A) maintaining and making available to each other all records necessary in connection with Taxes and in the defense or resolution of any Tax claim, audit or assessment, whether in connection with an audit or otherwise and (B) making available for consultation knowledgeable personnel in connection with such Tax matters. Each of Purchaser, P&G and their respective Affiliates will need access, from time to time after the Closing Date, to certain accounting and Tax records and information held by P&G, Purchaser or their respective Affiliates (including the Transferred Subsidiaries) to the extent reasonably requested by any other such Party, in connection with the filing of Tax Returns; any audit, litigation, or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant pertain to any auditevents occurring prior to the Closing. Therefore, litigationPurchaser and P&G shall, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation shall cause each of any material provided hereunder. EOIR and the Sellers shall their respective Affiliates (including each Transferred Subsidiary) to, (i) retain all books records relating to Taxes of the Transferred Subsidiaries and records with respect to Tax matters pertinent the Pharmaceuticals Business Assets for all taxable periods ending on or prior to EOIR relating to any taxable period beginning before the Closing Date until the expiration of the statute statutes of limitations limitation (and, to the extent notified by the Buyer, including any extensions thereof) of for the respective taxable periods, and period or periods to abide by all record retention agreements entered into with any taxing authority, which such records relate; and (ii) 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, EOIR or the Sellers, as the case may be, shall allow the other Party party and its agents and representatives (and agents or representatives of any of its Affiliates), at times and dates mutually acceptable to take possession the parties, to inspect, review and make copies of such books records as such other party may deem necessary or appropriate from time to time, such activities to be conducted during normal business hours and recordsat such other party’s expense. Buyer, EOIR, Purchaser and the Sellers shallP&G further agree, upon request, to use their best all reasonable efforts to obtain any certificate or other document from any governmental authority Governmental Entity or customer of any Transferred Subsidiary or any other Person as may be necessary to mitigate, reduce, reduce or eliminate any Tax that could be imposed (including, including but not limited to, to with respect to the transactions contemplated hereby). Each party shall promptly reimburse the other for such other party’s reasonable out-of-pocket expenses associated with requests made by such first party under this Section 5.14(i), but no other charges shall be payable by the requesting party to the other party in this Agreement)connection with such requests.

Cooperation. The Buyer, EOIREach of Buyer and Seller, and the Sellers each of their respective Affiliates, shall cooperate fully, as and to the extent reasonably requested by any the other such Party, in connection with the filing of Tax Returns; Returns of or with respect to the Acquired Companies and/or during the course of any audit, litigation, litigation or other proceeding with respect to Taxes; and Taxes of or attributable to the determination whether to file a 338(h)(10) ElectionAcquired Companies. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any the other Party's ’s request) the provision of records and information that 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. EOIR Each of Seller and Buyer agrees, and following the Sellers shall Closing, Buyer agrees to cause the Acquired Companies, (i) to retain all books and records with respect to Tax matters pertinent pertaining to EOIR the Acquired Companies relating to any taxable period beginning on or before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, ; shall provide copies of the foregoing to Buyer upon Buyer’s request; and to shall abide by all record retention agreements entered into with any taxing authorityTaxing Authority, and (ii) to give the other Party (and following the Closing, Buyer agrees to cause the Acquired Companies to give Seller) reasonable written notice prior to transferring, destroying, destroying or discarding any such books and records and, on receipt of such notice, if the other Party so requests, EOIR Seller or the SellersBuyer shall, as the case may beapplicable, shall allow the other Party to take possession of such books and records. Buyer, EOIR, Buyer and Seller agree that Seller shall be entitled to retain copies of the Sellers shallbooks and records of the Acquired Companies which they believe are appropriate for the filing of Tax Returns as described in this Article 11. Buyer and Seller 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 as may be necessary to mitigate, reduce, reduce or eliminate any Tax that could be imposed (including, but not limited to, including with respect to the transactions contemplated in this Agreementhereby).

Cooperation. The BuyerIn consideration for the promises and payments by the Company pursuant to this Agreement, EOIRat the request of the Company, and the Sellers shall for a one-year period following your termination of employment for any reason, you agree to cooperate fully, as and to the fullest extent reasonably requested by possible with respect to matters involving any other member of the Company Group about which you have or may have knowledge, including any such Partymatters which may arise before or after the Term; provided such cooperation shall not unreasonably interfere with any obligations you may have to your current employer at the time. The Company will reimburse you for any reasonable, properly documented out-of-pocket expenses, including your travel expenses and attorneys’ fees, that you actually incur in connection with such cooperation. D&O Insurance: So long as you are an officer of the filing Company or PubCo, you will be covered by the Company’s or PubCo’s directors and officers liability (“D&O”) insurance (as applicable) consistent with the coverage received by other officers of Tax Returns; any auditthe Company and/or PubCo, litigationas applicable. The Company and/or PubCo, as applicable, shall not amend or other proceeding modify such insurance following the termination of your service as an officer unless such amendment or termination affects all directors and officers in the same manner. July [●], 2021 Section 409A: All references in this Agreement to your termination of employment shall mean your separation from service within the meaning of Section 409A of the Code and Treasury regulations promulgated thereunder. This Agreement is intended to comply with respect Section 409A of the Code or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to Taxes; and the determination whether to file an involuntary separation from service or as a 338(h)(10) Election. Such cooperation may include, with respect short-term deferral shall be excluded from Section 409A to the Tax Returns described in SECTION 4.1 maximum extent possible. In the event the terms of this Agreement would subject you to the imposition of taxes and penalties under Section 409A (A) “409A Penalties”), the Buyer's consent Company and you shall cooperate diligently to an election that does not adversely affect amend the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing terms of this Agreement to avoid such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and409A Penalties, to the extent notified possible; provided that, for the avoidance of doubt, you shall be solely liable for any 409A Penalties incurred by you. To the extent that any amounts payable in installments under this Agreement are reasonably determined to be nonqualified deferred compensation within the meaning of Section 409A of the Code, then each such installment shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A of the Code. Notwithstanding any other provision in this Agreement, if as of the date on which your employment terminates, you are a “specified employee” as determined by the BuyerCompany, then with respect to any extensions thereof) amount payable or benefit provided under this Agreement or otherwise that the Company reasonably determines would be nonqualified deferred compensation within the meaning of Section 409A of the respective taxable periodsCode and that under the terms of this Agreement would be payable prior to the six-month anniversary of your effective date of termination, and then if required in order to abide by all record retention agreements entered into with avoid any taxing authoritypenalties under Section 409A of the Code, such payment or benefit shall be delayed until the earlier to occur of (a) the first payroll date following the six-month anniversary of such termination date and (iib) give the other Party reasonable written notice prior date of your death. With respect to transferringany reimbursements under this Agreement, destroying, such reimbursement shall be made on or discarding before the last day of your taxable year following the taxable year in which you incurred the expense. The amount of any such books and records and, if the other Party so requests, EOIR expenses eligible for reimbursement or the Sellersamount of any in-kind benefits provided, as the case may be, under this Agreement during any calendar year shall allow not affect the amount of expenses eligible for reimbursement or the amount of any in-kind benefits provided during any other Party calendar year. The right to take possession reimbursement or to any in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit. July [●], 2021 You acknowledge and agree that notwithstanding any provision of such books this Agreement, the Company and records. Buyer, EOIR, its affiliates are not providing you with any tax advice with respect to Section 409A of the Code or otherwise and the Sellers shall, upon request, use their best efforts to obtain are not making any certificate guarantees or other document from assurances of any governmental authority or any other Person as may be necessary kind to mitigate, reduce, or eliminate any Tax that could be imposed (including, but not limited to, you with respect to the transactions contemplated in tax consequences or treatment of any amounts paid or payable to you under this Agreement).

Cooperation. The BuyerSubject to the terms and conditions set forth in this Agreement, EOIRincluding Section 4.4(b), the Liberty Parties and the Sellers Schlumberger Parties shall cooperate fully, as with each other and use (and shall cause their respective Subsidiaries to the extent reasonably requested by any other such Party, in connection with the filing of Tax Returns; any audit, litigation, or other proceeding with respect to Taxes; and the determination whether use) their respective commercially reasonable efforts to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records all necessary documents and information that are reasonably relevant to any 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. EOIR and the Sellers shall for (i) retain a notification under the HSR Act, (ii) a request for an advance ruling certificate under subsection 102(1) of the Competition Act and a request that the Commissioner waive, under subsection 113(c) of the Competition Act, the obligation of the parties to the Canadian Equity Sale to provide the notices required under subsection 114(1) of the Competition Act and (iii) Liberty to obtain the Liberty Party Lender Consent, and to take or cause to be taken all books actions, and records with respect do or cause to Tax matters pertinent be done all things, reasonably necessary, proper or advisable on its part under this Agreement and Applicable Law to EOIR consummate and make effective the Equity Sale and the other transactions contemplated hereby as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all Consents, registrations, approvals and Permits necessary or advisable to be obtained from any third party or any Governmental Authority in order to consummate the Equity Sale and the other transactions contemplated hereby; provided, that the Parties will not be required to take such actions or cause to be taken such actions that would result in any condition or requirement that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Subject to Applicable Law relating to the exchange of information, the Liberty Parties and the Schlumberger Parties shall consult with one another and jointly direct all matters with any taxable period beginning before Governmental Authority consistent with its obligations hereunder; provided that the Closing until Parties shall have the expiration of the statute of limitations (right to review in advance and, to the extent notified by practicable, each will consult with the Buyer, any extensions thereof) other on and consider in good faith the views of the respective taxable periodsother in connection with, and all of the information relating to abide by all record retention agreements entered into with any taxing authority, and (ii) 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, EOIR Liberty Parties or the SellersSchlumberger Parties, as the case may be, shall allow and any of their respective Subsidiaries, that appears in any filing made with, written materials submitted to, or oral conversations had with, any third party or any Governmental Authority in connection with the Equity Sale and the other Party to take possession transactions contemplated hereby. In exercising the foregoing rights, each of such books and records. Buyer, EOIR, the Liberty Parties and the Sellers shall, upon request, use their best efforts to obtain any certificate or other document from any governmental authority or any other Person Schlumberger Parties shall act reasonably and 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 in this Agreement)promptly as practicable.

Cooperation. The Buyer, EOIR, and the Sellers shall cooperate fully, as and to the extent reasonably requested by any other such Party, in connection with the filing of Tax Returns; any audit, litigation, or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect The parties to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration this Agreement shall execute such powers of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, use their best efforts to obtain any certificate or other document from any governmental authority or any other Person attorney as may be necessary or appropriate to mitigatepermit participation of counsel selected by any party hereto and, reduceas may be reasonably related to any such claim or action, shall provide to the counsel, accountants and other representatives of each party access during normal business hours to all properties, personnel, books, records, contracts, commitments and all other business records of such other party and will furnish to such other party copies of all such documents as may be reasonably requested (certified, if requested). The Indemnified Party agrees to cooperate in all other reasonable respects with the Corporation in connection with any such claim or action. The cooperation from the Indemnified Party as required by this Agreement shall be a further condition to the Indemnified Party's entitlement to indemnification under this Agreement; provided however and notwithstanding the foregoing, in the event the Indemnified Party shall, in the exercise of his reasonable judgment, determine that any cooperation or assistance requested by the Company will expose the Indemnified Party to liability or jeopardy (other than direct monetary liability) in any civil, criminal or administrative proceeding, or eliminate any Tax that could otherwise impose substantial limitation on the defense of the Indemnified Party in such a proceeding, a failure to provide the requested cooperation or assistance as a result of such reasonable determination shall not however be imposed (including, but not limited to, with respect considered a failure by the Indemnified Party to satisfy a condition to the transactions contemplated Indemnified Party's entitlement, as provided for elsewhere herein, to have the Company continue to advance the expenses incurred by the Indemnified Party in defending a Covered Third Party Claim (but with the understanding that such advance of expenses shall continue to be subject to the terms and provisions of Section 2(i) of this Agreement). (ii) The Indemnified Party's obligation to cooperate shall include, without limitation, an obligation to cooperate in the defense of any Covered Third Party Claim that is being controlled by the Corporation; and so long as the Indemnified Party so cooperates and notwithstanding the Corporation's control of the defense, the Indemnified Party shall continue to be entitled to indemnification and reimbursement for all costs and expenses incurred by him in connection therewith to the extent and subject to the other limitations provided in this Agreement.

Cooperation. The Buyer, EOIR, and the Sellers Seller shall cooperate fullywith Purchaser in all commercially reasonable respects, as including by (A) executing and/or delivering necessary or desirable applications and other information and documents, to facilitate the extent reasonably requested by any issuance to Purchaser of all Required Governmental Approvals, certificates and approvals for operation of the Facilities and other such Party, authorizations in connection with the filing operation of Tax Returns; the Property (“Purchaser Permits”) and (B) promptly notifying Purchaser of any audit, litigation, communications to or other proceeding from any governmental agency with respect to Taxes; and matters that could reasonably be expected to have a material adverse affect upon each Facility. In the determination whether event that any of the Purchaser Permits required to file a 338(h)(10) Election. Such cooperation may include, with respect be obtained prior to the Tax Returns described in SECTION 4.1 Closing Date are not obtained at such time, but all other conditions set forth herein are satisfied (A) the Buyer's consent other than conditions which, by their nature, are to an election that does not adversely affect the Buyer or EOIR after be satisfied on the Closing and that is reasonably requested by the SellersDate), and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant Seller agrees to any 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. EOIR and the Sellers shall (i) retain all books and records cooperate in good faith with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, Purchaser and to abide by all record retention agreements entered into with any taxing authority, use commercially reasonable efforts in formulating and (ii) 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, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 implementing mutually acceptable alternatives (including, but not limited to, with respect to the Interim Licensure Arrangement) that permit the consummation of the transactions contemplated by this Agreement in this Agreement)accordance with all legal requirements in the absence of such Purchaser Permits, provided that any such arrangements are fully in compliance with all legal requirements, that Purchaser either pays for or promptly reimburses Seller for all out-of-pocket expenses incurred by Seller in connection therewith, and that Purchaser indemnifies and holds harmless Seller from and against any claims, damages, costs or liabilities arising in connection therewith. If Purchaser is not able to obtain a license from the NJ Department of Health to operate the Three Facility by the Closing Date, Seller and Purchaser shall enter into an Interim Licensure Arrangement in the form attached as Exhibit H on or before the Closing Date.

Cooperation. The Buyer(a) Upon the terms and subject to the conditions of this Agreement, EOIReach of Richfood, Buyer and Seller shall use its best efforts to take, or cause to be taken, and the Sellers shall to assist and cooperate fully, as and to the extent reasonably requested by any other such Party, in connection with the filing of Tax Returns; other in doing all things reasonable, necessary, proper or advisable under any auditapplicable Law to consummate and make effective in the most expeditious manner practicable, litigationthe transactions described herein, including without limitation, using such best efforts to obtain all necessary or appropriate authorizations, permits, consents, exemptions, orders, waivers, licenses or other proceeding with respect to Taxes; approvals from Governmental Authorities (it being understood and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described agreed that "best efforts" shall in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall no event include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect any material payments to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration third parties, or (ii) following commencement of the statute of limitations (andBankruptcy Case, to the extent notified any actions which require Bankruptcy Court approval that have not been approved or upheld by the BuyerBankruptcy Court). In addition, any extensions thereof) each of Richfood, Buyer and Seller shall use its best efforts to assist and cooperate with the other in obtaining estoppel certificates and subordination and non-disturbance agreements from the landlords and mortgagees of the respective taxable periods, premises that are the subject of the Leases (it being understood and agreed that (i) obtaining any such certificates or agreements shall not be a condition to abide Closing nor shall the failure to obtain any such certificates or agreements constitute a breach of this Agreement by all record retention agreements entered into with any taxing authoritySeller, and (ii) give the other Party reasonable written notice prior "best efforts" shall in no event include (A) any payments to transferring, destroyingthird parties, or discarding (B) following commencement of the Bankruptcy Case, any such books actions which require Bankruptcy Court approval that have not been approved or upheld by the Bankruptcy Court). (b) Except as otherwise specified herein, Buyer shall pay all registration, filing, license, permit or similar fees and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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, charges in connection with respect to the transactions contemplated in by this Agreement)Agreement and the cost of all title insurance, title reports, engineering and building inspections and property surveys and other tests or reports obtained by Buyer.

Cooperation. (a) Each Party agrees, at its cost, to make its personnel reasonably available, upon reasonable notice by the other Party, at their respective places of employment to consult with the other Party on issues arising related to the activities conducted in accordance with this Article 3 or otherwise relating to regulatory matters involving the Licensed Products, including any request from any Regulatory Authority, including regulatory, scientific, technical and clinical testing issues, or otherwise. The BuyerParties agree to reasonably cooperate with each other to enable the applicable Party to comply with specific requests of a Regulatory Authority, EOIRwith respect to Data supplied or to be supplied by one Party to the other for filing with such Regulatory Authority. Each Party shall ensure that its sublicensees, contractors and Affiliates comply with the Sellers shall cooperate fullyobligations imposed on such Party under this Section 3.3(a). (b) Without limiting either Party’s obligations as otherwise provided in this Agreement, each Party agrees that, at its cost and so long as it is not the NDA holder, such Party will take such actions as may be reasonably required to be performed by the other Party, or which may be reasonably necessary or requested by the other Party so that the other Party, as the holder of the NDA, can ensure that it remains in compliance with all FDA rules and regulations applicable to the Development or Commercialization of Licensed Product (including in Stockpile Sales) in the Field in the Territory and that all concerns that may be raised by the FDA with respect thereto are adequately addressed, with respect to: (i) any recall of Licensed Product, or (ii) any Promotional Materials related to the Licensed Product. Without limiting BioCryst’s obligations under Section 3.3(a), within 30 days of the Effective Date, BioCryst shall provide CSL with an electronic copy of the BioCryst Filed NDA and, following a request from CSL, provide any Regulatory Information requested by CSL within 10 days of such request, to the extent reasonably requested by any other such Party, in connection with necessary for CSL to be able to exploit the filing of Tax Returns; any audit, litigation, or other proceeding with respect rights granted to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any audit, litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided it hereunder. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 in this Agreement).

Cooperation. The BuyerFRE Parties and Purchaser jointly covenant and agree that from and after the Closing Date, EOIRthe FRE Parties and Purchaser will cooperate with each other in defending or prosecuting any action, suit, proceeding, investigation or audit of the other, including (a) the preparation and audit of the FRE Parties' and Purchaser's Tax returns for all periods, and (b) the Sellers shall cooperate fullypreparation and audit of Ignition financial statements by Purchaser's auditors, as and to the extent reasonably requested required by any other the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and the completion of such Partyaudit in sufficient time to allow Purchaser to meet its filing obligations thereunder; in furtherance thereof, the FRE Parties agree to make Ms. Wong available until January 31, 2004, during normal business hourx, xxxx reasonable notice, and in connection a manner not to disrupt the business of the FRE Parties, to assist with the filing of Tax Returns; any such preparation and audit, litigationand the FRE Parties agree to allocate a sufficient amount of Ms. Wong's time to such preparation and audit; PROVIDED, or other proceeding however, that xx xx xxxnt shall Ms. Wong be required to provide more than 20 hours per week to such prxxxxxxxxn and audit and PROVIDED, FURTHER, that with respect to Taxes; any of the actions in this sentence, the requesting Party shall pay, or reimburse the other Party for, any out-of-pocket expenses incurred by such other Party in providing such assistance and such assistance shall only be given in a manner so as not to interfere with the normal conduct of the assisting Party's business. In furtherance hereof, Purchaser and the determination whether FRE Parties further covenant and agree to file a 338(h)(10) Election. Such cooperation may include, with respect respond to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent all reasonable inquiries related to an election that does not adversely affect the Buyer or EOIR after the Closing such matters and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (andprovide, to the extent notified by possible, substantiation of transactions and to make available and furnish appropriate documents and personnel in connection therewith PROVIDED, HOWEVER, that such assistance shall only be given in a manner so as not to interfere with the Buyer, any extensions thereof) normal conduct of the respective taxable periods, and assisting Party's business. All information provided to abide Purchaser or the FRE Parties by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior pursuant to transferringSection 12.01 or Section 12.02 shall be treated in accordance with the terms of the confidentiality agreement, destroyingdated as of August 15, or discarding any such books 2003, among Freddie Mac, Ignition and records and, if Purchaser (the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 in this Agreement"CONFIDENTIALITY AGREEMENT").

Cooperation. The Buyer, EOIRBuyer and PKI shall, and shall each, respectively, cause the Sellers shall Buyer Group and the PKI Group to, cooperate fully, with each other in good faith in order to: (i) provide such assistance as is reasonably required in order for all obligations under applicable Laws and this Section 8.5 to the extent reasonably requested by any other such Party, be complied with in connection with the filing transfer of Tax Returnsemployment of, and provision of benefits from the relevant Local Transfer Date to, each Business Employee, including but not limited to PKI or its Affiliate providing information to Buyer to enable Buyer to establish such Buyer Plans (as defined below) as are necessary to comply with its obligations; any audit, litigation, or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1and (Aii) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing cause each Transferring Employee (as defined in Section 8.5(c)(i)) and/or any Employee Representative of such Tax Returns. Such cooperation also shall include Transferring Employee to be properly informed or consulted in connection with the retention and (upon any Party's request) the provision transfer of records and information that are reasonably relevant to any audit, litigation, his or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (her employment and, to the extent notified required by applicable Law, cause each Business Employee of any Acquired Company (other than, to the extent permitted under applicable Law, Eligible Inactive Business Employees) (each an “Acquired Company Employee”) to be properly informed or consulted in connection with the sale of such Acquired Company to Buyer, in each case in compliance with the requirements of applicable Laws in the relevant jurisdiction. PKI shall not (and shall procure that any Affiliate of PKI shall not), without the prior written consent of the Buyer, such consent not to be unreasonably withheld or delayed, enter into any extensions thereof) agreement or understanding with, or make any commitment to any Business Employees or Employee Representatives that could result in material liability to Buyer or the Buyer Group. For purposes of this Section 8.5, the “Local Transfer Date” shall be the latest of the respective taxable periodsClosing Date, and the date on which employment transfers to abide by all record retention agreements entered into with any taxing authoritythe Buyer Group under Section 8.5(d)(vi), and (ii) give the other Party reasonable written notice prior date on which the applicable Acquired Assets or Acquired Company transfers to transferring, destroying, the Buyer Group under the International Appendices or discarding any such books and records otherwise and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 Eligible Inactive Business Employees, the transactions contemplated date on which such Eligible Inactive Business Employee commences employment with Buyer or its Affiliate under Section 8.5(d)(vii), provided that the Buyer Group shall be liable to reimburse the PKI Group with respect to any compensation, benefits, or other expenses incurred relating to the Business Employees (other than Eligible Inactive Business Employees and Business Employees who become New Buyer Employees as of the Closing Date) beginning on the Closing Date, as provided in the Transition Services Agreement, the applicable Commercial Agreement or as expressly provided in this Agreement)Section 8.5.

Cooperation. The BuyerFor the period commencing the Separation Date through August 15, EOIR2019, Employee agrees to make himself available and to cooperate with the Sellers shall cooperate fullyEmployer, as and to the extent reasonably requested by the Employer, for the purpose of transitioning his duties and responsibilities. Employee further agrees to cooperate with Employer with regard to any litigation relating to Employee’s period of employment for which Employer reasonably requests Employee’s participation. Employee’s agreement to consult respecting such litigation shall continue for the duration of any such litigation. If requested by Employer, such cooperation shall include, without limitation, (1) responding reasonably promptly to requests for information and documents in Employee’s possession concerning matters pertinent to any of the foregoing, (2) making himself reasonably available as a witness and testifying at trial, depositions, hearings, or other proceedings, as well as being reasonably available for adequate preparation for such Partytestimony, and (3) participating at reasonable times in interviews and meetings with representatives of the Employer, representatives of governments or regulatory authorities, or others designated by Employer. Unless prohibited by applicable law or any rule of any applicable regulatory authority, Employee further agrees to notify Employer promptly of any request made to him by any Party to any such litigations for information or assistance with respect to such litigations, and the substance of Employee’s response to such request. Employee shall also provide Employer with a copy of such request and response, if in writing. Employee and Employer will each use good faith best efforts to reconcile and accommodate any scheduling conflicts. Without limitation of the foregoing, Employee agrees to reasonably cooperate (including attending meetings) with respect to any claim, arbitral hearing, lawsuit, action, or governmental or internal investigation relating to the business of the Employer prior to the Separation Date. Employee agrees to provide full and complete disclosure in response to any inquiry in connection with the filing of Tax Returns; any audit, litigation, or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books matters. Employer shall reimburse the Employee for reasonable expenses incurred in connection with cooperation under this Section 7 and records andEmployer shall compensate the Employee at an hourly rate of $250.00 per hour. Employee will track hours expended in connection with such cooperation and will submit monthly invoices to Employer, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession which invoices will be paid within 30 days of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 in this Agreement)receipt.

Cooperation. (a) The BuyerCompany shall use commercially reasonable efforts to (i) provide the Committee and its Advisors with access reasonably necessary to Pursue the Claims and to Support the Government Actions, EOIRat normal business hours and upon reasonable notice, to the Company’s books and records (including electronic and archived documents and Litigation Materials) and the Sellers shall cooperate fully, as Company’s facilities and to current employees and Advisors of the extent reasonably requested by any other such PartyCompany and its Subsidiaries, including in connection with the filing of Tax Returns; any audit, litigation, or other proceeding with respect to Taxes; testimony in litigation and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityfactual investigation, and (ii) give generally provide support, and make its and its Subsidiaries’ employees and Advisors reasonably available to provide assistance and expertise at such times and in such places as reasonably necessary, to Pursue the other Party reasonable written notice prior to transferringClaims and Support the Government Actions; provided that, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as in the case may beof each of clauses (i) and (ii), (A) the Company only shall allow be required to provide such access and make its and its Subsidiaries’ employees and Advisors available to the other Party to take possession extent and in such manner as does not unreasonably interfere with the ongoing operations of such books the Company and records. Buyer, EOIRits Subsidiaries, and (B) the Sellers shall, upon request, Company may withhold access from the Committee to the extent that the Company is aware that (x) the Company or any of its Subsidiaries is subject to the terms of a confidentiality agreement with a third party or another contract that restricts such access (provided that the Company shall use their best its commercially reasonable efforts to obtain any certificate the required consent of such third party to provide such access), (y) providing such access would result in a loss of attorney–client or other document from legal privilege (provided that the Company shall use its commercially reasonable efforts to allow such access (or access to a portion thereof) in a manner that does not result in a loss of such privilege), or (z) providing such access would violate any governmental authority applicable Law (provided that the Company shall use its commercially reasonable efforts to provide such access in a manner that does not violate such applicable Law). The Company shall cooperate and render assistance in obtaining such access as reasonably necessary to Pursue the Claims and Support the Government Actions to former employees and Advisors of the Company and its Subsidiaries, including in connection with testimony in litigation and factual investigation; provided that (I) the Company only shall be required to provide such cooperation and assistance to the extent and in such manner as does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries, and (II) the Company shall have no obligation to cooperate or render such assistance to the extent that the Company reasonably believes (1) the Company or any of its Subsidiaries is subject to the terms of a confidentiality agreement with a third party or another contract that restricts such cooperation or assistance (provided that the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to provide such cooperation or assistance), (2) providing such cooperation or assistance would result in a loss of attorney–client or other Person legal privilege (provided that the Company shall use its commercially reasonable efforts to provide such cooperation or assistance (or as may much of it as possible) in a manner that does not result in a loss of such privilege), or (3) providing such cooperation or assistance would violate any applicable Law (provided that the Company shall use its commercially reasonable efforts to provide such cooperation or assistance in a manner that does not violate such applicable Law). Reasonable out-of-pocket expenses incurred by current or former employees or Advisors of the Company or its Subsidiaries (but in no event any compensation expenses of current employees of the Company or its Subsidiaries) in connection with the Committee’s access to them shall be reimbursed as Claims Expenses. Notwithstanding the foregoing, the Company shall use commercially reasonable efforts to make any employee or other person under its control available to testify at a trial or evidentiary hearing at the request of the Committee. (b) The Company shall (i) maintain in place any litigation document retention policies that exist as of the Effective Time and (ii) implement and maintain new litigation document retention policies as are reasonably necessary to mitigatePursue the Claims or Support the Government Actions; provided that in the case of implementing and maintaining any such new policies, reduce, or eliminate any Tax that could be imposed (including, but they shall not limited to, unreasonably interfere with respect to the transactions contemplated in this Agreement)ongoing operations of the Company and its Subsidiaries.

Cooperation. The BuyerUpon receipt of reasonable written request from the Company (including outside counsel), EOIRthe Employee agrees that (a) while employed by the Company and, for one year thereafter, the Employee will respond and provide information with regard to matters in which the Employee has knowledge as a result of the Employee’s employment with the Company, and (b) while employed by the Sellers shall cooperate fully, as Company and thereafter will provide reasonable assistance to the extent Company, its affiliates and their respective representatives in defense of all claims that may be made against the Company or its affiliates, and will reasonably requested by any other such Party, assist the Company and its affiliates in connection with the filing prosecution of Tax Returns; any audit, litigation, or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation all claims that may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested be made by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any audit, litigation, Company or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (andits affiliates, to the extent notified that such claims may relate to the period of the Employee’s employment with the Company and does not unreasonably interfere with the Employee’s subsequent employment or self-employment. The Employee agrees to promptly inform the Company if the Employee becomes aware of any lawsuit involving such claims that may be filed or threatened against the Company or its affiliates. The Employee also agrees to promptly inform the Company (to the extent that the Employee is legally permitted to do so) if the Employee is asked to assist in any investigation of the Company or its affiliates (or their actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company or its affiliates with respect to such investigation, and shall not do so unless legally required. Upon presentation of appropriate documentation, the Company shall pay or reimburse the Employee for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by the BuyerEmployee in complying with this Section 10, and, after the Employment Term, the Company shall pay the Employee a daily fee, in an amount (rounded down to the nearest whole cent) determined by dividing the Employee’s Base Salary as in effect on the date of termination by 100, for services rendered by the Employee in complying with this Section 10 provided that no such payment shall be required by the Company under this Section 10 during any extensions thereofperiod in which severance is being paid to the Employee pursuant to Section 7(b) of hereof and the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroyingSeverance Plan, or discarding for any such books and records and, if the other Party so requests, EOIR time Employee is or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 required to expend in order to comply with a subpoena, regardless of whether a subpoena is issued (including, but not limited towithout limitation, with respect to the transactions contemplated in this Agreementtime spent testifying and any associated waiting and travel time).

Cooperation. The Buyer, EOIR, (a) Each of the Company and the Sellers AOL shall use commercially reasonable efforts (i) to cooperate fully, as and with each other in determining whether any filings are required to be made or consents are required to be obtained in any jurisdiction prior to the extent reasonably requested by any other such PartyClosing, in connection with the filing consummation of Tax Returns; the transactions contemplated hereby and cooperate in making any auditsuch filings promptly and in seeking to obtain any such consents timely, litigation(ii) to take, or other proceeding cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party (or any subsidiaries or affiliates of such party) with respect to Taxes; this Agreement and to consummate the transactions contemplated hereby, (iii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and/or any other public or private third-party which is required to be obtained or made by such party or any of its subsidiaries or affiliates in connection with this Agreement and the determination whether transactions contemplated hereby, and (iv) to file a 338(h)(10) Electioncooperate with each other post-Closing in connection with any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and/or any other public or private third party which may be required. Such cooperation may includeIn addition, with respect promptly after the Closing, AOL shall deliver, at its cost, three sets of the Transaction Documents to the Tax Returns described in SECTION 4.1Mirabilis. (Ab) In addition, from and after the Buyer's consent Closing for a period of up to an election one year, AAL will make each of Avi Shxxxxxx and Arxxx Xxxxxxxxx available to Mirabilis after working hours, at Mirabilis' expense, to assist Mirabilis in its legal liquidation, provided that does the time spent by each of Messrs. Shxxxxxx xnd Yaxxxxxxx shall not adversely affect exceed 20 hours in the Buyer or EOIR first month after the Closing and shall not exceed 5 hours in any month thereafter. Mirabilis may maintain a reasonable amount of liquidation and related documents on the premises of AAL, it being understood that is reasonably requested by AOL, AAC and AAL shall bear no responsibility whatsoever for such documents. Mirabilis may remove the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon documents at any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 in this Agreement)time during normal business hours.

Cooperation. The BuyerSubject to the terms and conditions of this Agreement and applicable Law, EOIReach of the Purchaser Parties and the Seller shall use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as soon as reasonably practicable, including such actions or things as any other Party may reasonably request in order to cause any of the conditions to such Party's obligation to consummate the transactions contemplated by this Agreement to be satisfied. Without limiting the generality of the foregoing, each of the Parties shall (and each shall cause its directors, officers and Subsidiaries, and the Sellers shall use its commercially reasonable best efforts to cause its Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate fullywith and provide reasonable assistance to each other in (i) using its commercially reasonable best efforts to obtain all required consents, as approvals, waivers, clearances, licenses, permits, authorizations, registrations, qualifications, or other permissions or actions by, and to give all required notices to and to make all required filings with and applications and submissions to, any Governmental Entity or other Person, in each case required in order to cause any of the extent reasonably requested conditions to each other Party's obligation to consummate such transactions to be satisfied; (ii) using commercially reasonable efforts to cause the lifting of any permanent or preliminary injunction or temporary restraining order or other similar order issued or entered by any court or other Governmental Entity (an "Injunction") preventing the consummation of the transactions contemplated by this Agreement; (iii) providing all such information about such Party, its Subsidiaries and its officers, directors, partners and Affiliates, and making all applications and filings, as may be necessary or reasonably requested in connection with any of the foregoing; and (iv) in general, using commercially reasonable efforts to consummate and make effective the transactions contemplated by this Agreement. Each of the Purchaser Parties and the Seller shall furnish to the others such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filing or submission that is required by any Governmental Entity in connection with the filing of Tax Returns; any audit, litigation, or other proceeding with respect to Taxes; transactions contemplated by this Agreement. The Seller and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to Purchaser Parties shall keep each other apprised of the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellersstatus of any communications with, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any audit, litigation, inquiries or other proceeding and making employees available on a mutually convenient basis to provide requests for additional information from, any Governmental Entity and explanation of shall use commercially reasonable best efforts to comply promptly with any material provided valid inquiry or request and provide any supplemental information validly requested in connection with the filings made hereunder. EOIR and the Sellers Each party shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party use its commercially reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, use their best efforts to obtain any certificate clearance required by any Governmental Entity for the consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing, in making any such filing and in order to obtain any consent, approval, waiver, clearance, license, permit, authorization, registration, qualification, or other document from permission or action or the lifting of any governmental authority Injunction referred to in the preceding sentence, the Parties and their respective Affiliates shall not be required to (A) pay any consideration, except filing or application fees, (B) surrender, modify or amend in any respect any License or Contract (including this Agreement), (C) hold separately (in trust or otherwise), divest itself of, or otherwise rearrange the composition of, any of its assets, (D) agree to any limitations on any such Person's freedom of action with respect to future acquisitions of assets or with respect to any existing or future business or activities or on the enjoyment of the full rights of ownership, possession and use of any asset now owned or hereafter acquired by any such Person, or (E) agree to any of the foregoing or any other Person as may be necessary to mitigateconditions or requirements of any Governmental Entity or other Person, reduce, or eliminate any Tax that could be imposed (including, but not limited to, with respect in each case to the transactions contemplated extent that doing so would be adverse or burdensome to such Person in any material respect. Prior to making any application to or filing with any Governmental Entity or other Person in connection with this Agreement), each Party shall provide the other Parties with drafts thereof and afford the other Parties a reasonable opportunity to comment on such drafts.

Cooperation. Each party will use commercially reasonable efforts to cooperate with each other party and with the others' employees, agents, lenders, attorneys and accountants in connection with any steps required to be taken as part of its obligations under this Agreement. The Buyer, EOIRCompany and Transco shall, and shall use all reasonable efforts to cause their respective Subsidiaries to: (a) promptly make all filings and seek to obtain all authorizations and approvals required under all applicable laws with respect to the Sellers Preliminary Merger and the Merger and the other transactions contemplated hereby and cooperate with each other with respect thereto; (b) use all reasonable efforts to promptly take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or appropriate to satisfy the conditions set forth in Articles V and VI and to consummate and make effective the transactions contemplated by this Agreement on the terms and subject to the conditions set forth herein as soon as practicable (including seeking to remove promptly any injunction or other legal barrier that may prevent such consummation); and (c) not take any action which might reasonably be expected to impair the ability of the parties to consummate the Merger at the earliest possible time (regardless of whether such action would otherwise be permitted or not prohibited hereunder). Without limiting the generality of the foregoing, the Company and Transco shall use commercially reasonable efforts to prevent the entry in a judicial or administrative proceeding brought under any antitrust law of any permanent or preliminary injunction or other order that would make consummation of the transactions contemplated by this Agreement in accordance with the terms hereof unlawful, or would prevent, delay or impose conditions on such consummation. The Company and Transco shall cooperate fully, as and to the extent reasonably requested by any other in such Party, arrangements in connection with the filing of Tax Returns; any audit, litigation, or other proceeding with respect to Taxes; Preliminary Merger and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, use their best efforts to obtain any certificate or other document from any governmental authority or any other Person Merger as may be necessary to mitigate, reduce, ensure that the capital stock of Labtec Hong Kong continues to be held by at least two shareholders (consisting of (i) the Company and (ii) a Subsidiary of the Company or eliminate any Tax that could be imposed (including, but not limited to, with respect other person satisfactory to the transactions contemplated in this AgreementSurviving Corporation).

Cooperation. The Buyer(a) Following the Service Date, EOIRPurchaser shall cause employees of Purchaser who prior to employment therewith were Business Employees to cooperate, and the Sellers shall cooperate fully, as and to the fullest extent reasonably requested by any other such Party, in connection with the filing of Tax Returns; any audit, litigation, or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may includepracticable, with respect to the Tax Returns described Sellers in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect the defense or commencement of any litigation or arbitration arising out of any event that occurred on or prior to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until Date involving the expiration of the statute of limitations (andBusiness, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give connection with any tax or regulatory (including insurance and securities) matter relating to the other Party reasonable written notice prior to transferringBusiness, destroying, (iii) the defense or discarding any such books and records and, if the other Party so requests, EOIR or the Sellersprosecution, as the case may be, of any Third Party Claim in accordance with Section 11.03(b) hereof, and (iv) in fulfilling such other reasonable requests as shall allow be made by Sellers in connection with the Business. Sellers shall promptly pay to Purchaser all compensation of Purchaser's employees in respect of the portion of their time devoted to the foregoing activities and all reasonable out-of-pocket expenses of Purchaser incurred as a result of Purchaser's obligations under this Section 9.04. (b) Following the Closing Date, Sellers and Parent shall, and shall cause their respective employees to cooperate, to the fullest extent practicable or requested by Purchaser, with Purchaser in (i) the defense of any litigation or arbitration arising out of any event that occurred on or prior to the Closing Date involving the Business, (ii) connection with any tax or regulatory (including insurance and securities) matter relating to the Business, (iii) the defense or prosecution, as the case may be, of any Third Party Claim in accordance with Section 11.03(b) hereof, (iv) connection with any reports, statements or filings required under any Federal and state securities laws and other Party regulatory authorities, and (v) such other reasonable requests as shall be made by Purchaser in connection with the Business. Any time expended by any of the employees of Sellers or Parent pursuant to take possession this Section 9.04(b) shall be at no cost to Purchaser; provided, however, that Purchaser shall promptly pay to such Seller or Parent all reasonable out-of-pocket expenses of such books and records. Buyer, EOIR, and the Sellers shall, upon request, use their best efforts to obtain any certificate Seller or other document from any governmental authority or any other Person Parent 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 in a result of its obligations under this Agreement)Section 9.04.

Cooperation. (a) The Buyer, EOIRParties shall, and shall cause their respective Affiliates to, cooperate with each other and use their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to satisfy the Sellers shall cooperate fully, as conditions set forth in Article VI and to consummate and make effective the extent transactions contemplated by the Transaction Documents with the intent of effecting the Closing as promptly as practicable, including preparing and filing all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, Permits and authorizations necessary to be obtained from any Government Authority (including the Required Governmental Approvals) in order to consummate the transactions; provided, however, that each Party agrees to, and to cause its respective Affiliates to, reasonably requested by consult with each other in advance of any filing, and agrees to consider and reasonably take into account the views of the other Party in connection with each such Partyfiling. Without limiting the generality of the foregoing, each Party shall, and shall cause its respective Affiliates to, make timely and as promptly as practicable (and in no event later than 30 calendar days after the date hereof) all filings and submissions required under any applicable Law in connection with the filing Transaction Documents and the transactions contemplated thereby, and file promptly any additional information requested under any applicable Law in connection therewith, after receipt of Tax Returns; the request therefor. (b) Without limiting the generality of this Section 5.3, the Parties shall reasonably cooperate with each other and shall each furnish to the other all information reasonably necessary or desirable in connection with making any audit, litigation, application or other proceeding with respect filing required to Taxes; and the determination whether be made pursuant to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellersany applicable Law, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon in connection with resolving any Party's request) the provision of records and information that are reasonably relevant to any audit, litigation, investigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of inquiry by any material provided hereunder. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to Government Authority under any taxable period beginning before the Closing until the expiration of the statute of limitations (andapplicable Laws, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 toin each case, with respect to the transactions contemplated by the Transaction Documents. Each Party shall as promptly as reasonably practicable inform the other of any communication with or from, and any proposed understanding, undertaking or agreement with, any Government Authority regarding such applications and filings. Neither Party nor any of their respective Representatives shall agree to participate in any substantive meeting or discussion with any Government Authority in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other Party in advance and, to the extent permitted by such Government Authority, gives the other Party the opportunity to attend; provided, however, that Purchaser shall not be required to provide Parent or its counsel with an opportunity to attend and/or participate in any meetings, conference calls or other communications that may be held with OSFI in connection with approvals required under the Bank Act or the TLCA; provided, further, that Purchaser shall, as promptly as practicable, provide SC1:3314648.6 reports on such meetings, conference calls or other communications to Parent or its counsel, which reports shall include a comprehensive summary of the subject matter of such meetings, calls and communications, including any issues, questions or concerns raised in connection with the transactions contemplated hereby. The Parties shall consult and reasonably cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Party in connection with all meetings, actions and proceedings under or relating to any applicable Laws in connection with the transactions contemplated by this Agreement (including, with respect to making a particular filing, by providing copies of all such documents to the non-filing Party prior to filing, giving due consideration to all reasonable additions, deletions or changes suggested in connection therewith); provided, however, that in respect of the approvals required under the Bank Act or the TLCA, any confidential information shall be redacted and provided only to legal counsel to the Parent. Any such provision of information by one Party to the other may be made on a counsel-only basis to the extent required under applicable Law, and any such materials may be redacted (i) to remove references concerning the valuation of the Target Companies, (ii) as necessary to comply with contractual arrangements, (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns or (iv) as otherwise necessary to comply with applicable Law. (c) Without limiting the generality of this Section 5.3, Purchaser agrees to use its reasonable best efforts (1) to obtain any and all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, Permits and authorizations necessary to be obtained from any Government Authority (including the Required Governmental Approvals) to cause the transactions contemplated by this Agreement to occur prior to the Outside Date and (2) to avoid or eliminate each and every impediment to obtaining any and all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, Permits and authorizations necessary to be obtained from any Government Authority (including the Required Governmental Approvals) to cause the transactions contemplated by this Agreement to occur prior to the Outside Date. (d) The Parties shall keep each other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement), including promptly furnishing the other with copies of any material notices or other communications received by either Party or its Affiliates (as the case may be) or, to its Knowledge, its Representatives from any Government Authority with respect to the transactions contemplated by this Agreement, in each case to the extent permitted by applicable Law. The Parties shall give prompt notice to each other of any development or combination of developments that, individually or in the aggregate, is reasonably likely to prevent, materially delay or materially impair its respective ability to consummate the transactions contemplated by this Agreement, including the failure to satisfy a condition to the Closing set forth in Article VI; provided, however, that no such notification shall affect the representations, warranties, covenants or obligations of the Parties or the conditions to the obligations of the Parties under this Agreement.

Cooperation. The Buyer(a) Upon the request of the Company, EOIRParent shall, and shall cause its Subsidiaries to, assist and cooperate with the Sellers Company in connection with (A) any proposed (i) sale of all or a substantial portion of Parent’s and/or any of its Subsidiaries’ ownership interest in, or all or a substantial portion of the assets of, the Flextech Group, to, or (ii) entry into a joint venture or other business combination transaction relating to the Flextech Group with, in either case, one or more Third Parties (any such proposed or potential Third Party, a “Flextech Transaction Party”) and on such terms and conditions as the Company shall cooperate fullydetermine (any transactions contemplated by clause (i) or (ii) above, a “Flextech Transaction”), provided that, (1) the Company shall consult with Parent and give reasonable consideration to the views of Parent as to the manner of effecting any Flextech Transaction or the process relating thereto, which the Company shall, in each case, have the right to direct, (2) representatives of Parent shall be permitted to participate fully in any negotiations with a Flextech Transaction Party, (3) the Company shall, promptly upon receipt of appropriate invoices therefore, reimburse Parent and its Subsidiaries and the members of the Flextech Group for their reasonable out of pocket costs in complying with this Section 6.10(a)(A) and (4) no obligation of Parent or any of its Subsidiaries under any agreement or instrument with respect to any Flextech Transaction (other than this Agreement) shall be effective until the Effective Time and none of Parent or any of its Subsidiaries shall have any obligation or liability under any such agreement or instrument prior to the Effective Time, and (B) any Flextech Group Restructuring, provided that, Parent shall not be obligated to undertake any action as part of any such restructuring if such action would result in any significant cost or detriment to Parent or any of its Subsidiaries unless the Company agrees to compensate Parent or the relevant Subsidiaries for such cost or detriment in the event that this Agreement is terminated. (b) Without limiting the generality of the foregoing, Parent shall, and shall cause its Subsidiaries to, (A) in connection with any Flextech Transaction, (i) give to any such Flextech Transaction Party, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of Parent and its Subsidiaries relating to the Flextech Group, (ii) furnish to any such Flextech Transaction Party, its counsel, financial advisors, auditors, and other authorized representatives such financial and operating data and other information with respect to the Flextech Group as such Persons may reasonably request, and (iii) assist in taking or making any action by or in respect of, or filing with, any Governmental Authority, and obtaining any actions, consents, approvals or waivers required to be obtained, in each case, as and to the extent reasonably requested by any other such Party, customarily required in connection with the filing consummation of Tax Returnsany Flextech Transaction, and (B) in connection with any of the transactions contemplated by this Agreement (including without limitation for the purpose of obtaining finance for any such transaction) and any integration or restructuring to be implemented after the Effective Time, promptly upon the Company’s request, take such action as the Company may reasonably request to restructure the balance sheets of any Subsidiaries of Parent (including, without limitation, by the capitalization of intra-group indebtedness) so as to enable any such Subsidiary to undertake a financial assistance whitewash procedure (in accordance with sections 155 to 158 of the U.K. Companies Act 1985) to enable it to give financial assistance (the “Whitewash Procedure”), and provide (and instruct their respective accountants to provide) to the Company, each Subsidiary of the Company and/or Ernst & Young LLP (or any other advisers appointed by the Company for such purpose) all assistance, information and access required by any of them in connection with the preparation for or implementation of any such Whitewash Procedure, including: (1) providing them with all accounting and financial information and records requested by them in relation to any such company; (2) preparing and providing to them all reports, analyses and other materials reasonably required by them in relation to any auditsuch company; and (3) providing them with access to the appropriate personnel of any such company. In addition, litigationwith effect from and subject to the occurrence of the Closing Date, Parent shall, if so directed by the Company, (i) cause the directors of any such company required to undertake the Whitewash Procedure to resign, and shall cause individuals nominated by the Company to be appointed as the directors of each such company in their place; and (ii) cause the auditors of each such company required to undertake the Whitewash Procedure to resign and shall cause Ernst & Young, LLP (or any other proceeding firm of accountants nominated by the Company for such purpose) to be appointed as the auditors in their place. (c) Notwithstanding anything to the contrary contained herein, the assistance and cooperation contemplated by Sections 6.10(a) and 6.10(b) above shall not require Parent or its Subsidiaries to take any action that unreasonably interferes with the business operations of Parent and its Subsidiaries (including the Flextech Group). The Company shall not take any action in connection with a Flextech Transaction or the Flextech Group Restructuring that would reasonably be expected to adversely affect in any material respect the Flextech Group or Parent’s interest therein if the Merger is not consummated. (d) Parent shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to assist and cooperate with the Company in the Company’s efforts to obtain the private letter ruling, closing agreement or similar document described in Section 9.02(g)(i), including by giving such representations as the Company may reasonably request. (e) After the Original Merger Agreement Date and prior to the Effective Time, Parent shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to assist and cooperate with the Company and its Subsidiaries such that the Company is able to comply, on a timely basis after the Effective Time (without regard to grace periods thereunder with respect to Taxes; acquisitions), with the applicable provisions under the Xxxxxxxx-Xxxxx Act and the determination whether 1934 Act, including those regarding the reliability of the combined company’s financial reporting and the preparation of the combined company’s financial statements for external purposes (including Sections 302 and 404 of the Xxxxxxxx-Xxxxx Act and Rules 13a-14 and 15d-14 of the 1934 Act); provided that, the foregoing shall not require Parent or its Subsidiaries to file a 338(h)(10) Election. Such cooperation may include, take any action that unreasonably interferes with respect the business operations of Parent and its Subsidiaries or to the Tax Returns described in SECTION 4.1incur any unreimbursed out-of-pocket expense. (Af) the Buyer's consent to an election Parent agrees that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records upon the receipt of a written request from the Company, it will promptly withdraw, and/or cause its Subsidiaries to withdraw, the request filed by Parent and/or its Subsidiaries with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration Internal Revenue Service under §301.9100 of the statute of limitations (andProcedure and Administration Regulations on September 1, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority2005, and (ii) give upon the other Party reasonable receipt of a written notice prior request from the Company, it will seek permission from the Internal Revenue Service to transferring, destroying, revoke any election made or discarding purportedly made by Parent or any such books and records and, if of its Subsidiaries under Section 108(b)(5) of the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIRCode. (g) Parent shall, and the Sellers shall, upon requestshall cause each of its Subsidiaries to, use their its 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, assist and cooperate with the Company with respect to the transactions contemplated matters referred to in this Agreement)Section 6.10(g) of the Company Disclosure Schedule.

Cooperation. (a) The Buyer, EOIRparties hereto shall cooperate fully with each other and their respective counsel and accountants in connection with any actions required to be taken as part of their respective obligations under this Agreement, and the Sellers parties hereto shall cooperate fully, execute such other documents as may be reasonably necessary and desirable to the extent reasonably requested by any other such Party, in connection with the filing implementation and consummation of Tax Returns; any audit, litigation, or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellersthis Agreement, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, otherwise use their best efforts to consummate the transaction contemplated hereby and to fulfill their obligations under this Agreement. (b) Buyer will exercise its best efforts to have Sellers released, to the extent reasonably possible, from further liability under the Assumed Contracts; provided that the release of Sellers from any Assumed Contract shall not be a condition of Sellers' or Buyer's obligations at Closing. Notwithstanding the foregoing, and except as otherwise expressly provided in this Agreement, Buyer shall have no obligation (i) to obtain the release of Sellers from any Assumed Contract or to expend funds to obtain any certificate of the Consents and (ii) neither Buyer nor Sellers shall have any obligation to agree to any material adverse change in any License or other document Assumed Contract in order to obtain a Consent required with respect thereto or to obtain the release of Sellers from any governmental authority or Assumed Contract, and Sellers shall have no obligation to expend funds to obtain any other Person of the Consents, except as may be required to cure any default by Sellers under any License or Assumed Contract. In the event Buyer is unable to successfully obtain a release of the Sellers from liability under any Assumed Contract, Buyer shall perform its obligations, and shall comply with all requirements, under the terms of each such Assumed Contract. Buyer shall indemnify and hold harmless Sellers from and against any claims, losses, damages or liabilities (including court costs and reasonable attorneys' fees incurred at both trial and appellate levels) as a result of any actual or alleged non-performance or non-compliance by the Buyer or any third party under any Assumed Contract. Buyer shall timely pay any deposits required under the terms of the Assumed Contracts. (c) In the event that the parties are unable to obtain any Consent, the parties shall enter into such arrangements as are deemed reasonably necessary to mitigateprovide Buyer (as Sellers' assignee), reduce, or eliminate any Tax that could be imposed (including, but not limited toto the extent reasonably possible, with respect to the transactions contemplated in this Agreement)benefits and 29 obligations of such Assumed Contract from and after the Closing Date.

Cooperation. (a) The Buyer, EOIR, and Executive hereby agrees that the Sellers Executive shall cooperate fully, as and make herself reasonably available to the extent Company and cooperate with the Company and in providing information and assistance that directly relate to the Executive’s prior positions with the Company. The Executive further agrees to reasonably requested by any other such Partyassist the Company with respect to all reasonable requests to provide documents, testify, or otherwise assist in connection with the filing of Tax Returns; any audit, litigation, legal proceeding or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect matter relating to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the SellersCompany, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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, including but not limited to, with respect any Federal, state or local audit, proceeding or investigation, other than proceedings relating to the transactions contemplated enforcement of this Agreement or other proceedings in which the Executive is a named party whose interests are adverse to those of the Company. The Executive further agrees that she will continue to comply with the Company's policy on contacts with government and law enforcement, as described in the Company’s Statement of Corporate Ethics and Business Practices and the Code of Business Conduct and Ethics (copies of which will be provided to the Executive as soon as practical after the date hereof), and will notify the Company promptly if she is contacted in connection with any governmental investigation that may concern the Company. All such requests to provide services shall be limited in nature and shall be scheduled taking into account the Executive’s obligations. The Company will pay the Executive at an hourly rate of $225 and will reimburse the Executive for any reasonable out-of-pocket expenses incurred by the Executive at the request of the Company in connection with any such cooperation or participation. (b) In the event of any legal proceeding or matter relating to the Executive's service with the Company, including but not limited to, any Federal, state or local audit, proceeding or investigation, other than proceedings relating to the enforcement of this Agreement)Agreement or other proceedings in which the Executive's interests are adverse to those of the Company, the Company hereby agrees that it shall make available to the Executive all documents relevant to such matter, other than proprietary or confidential documents, and otherwise cooperate with the Executive and provide information and assistance, in all such cases as the Company determines to be reasonably requested by the Executive, and subject to such terms and conditions as the Company shall reasonably impose.

Cooperation. The BuyerIn implementation of the foregoing provisions, EOIRBuyer shall indemnify Seller and hold Seller harmless from and against any and all obligations and liabilities, including, without limitation, all costs, expenses and attorneys' fees, which Seller may sustain or suffer or to which it may become subject as a result of any threatened, pending or future actions, suits, claims, proceedings, investigations, administrative proceedings, audits, or arbitrations, both known and unknown, without limitation and of any nature, relating to the Assets or the operation of the Newspapers (the "Litigation"), and Buyer shall be obligated to undertake the Sellers defense and the cost of defense of the Litigation, subject to the following: (i) Buyer shall cooperate fullyassume and control the defense of Seller in the Litigation, as including the employment of counsel selected by Buyer; Seller shall have the right to employ separate counsel in any such Litigation and to participate in (but not control) the extent reasonably requested defense of the Litigation, but the fees and expenses of such counsel shall be borne by any other such PartySeller; provided, in connection with the filing of Tax Returns; any audithowever, litigation, or other proceeding with respect to Taxes; and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 that if (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant named parties to any audit, litigation, or other proceeding such Litigation (including any impleaded parties) include both Seller and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by the Buyer, any extensions thereof(B) of Buyer requires that the respective taxable periods, same counsel represent both Seller and to abide by all record retention agreements entered into with any taxing authorityBuyer, and (C) representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then Seller shall have the right to retain its own counsel at the cost and expense of Buyer; (ii) give Buyer shall pay all costs and expenses of, and Seller shall cooperate with Buyer in connection with, the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession conduct of such books defense, and records. Buyer shall be responsible for any liability assessed against Seller or any settlement reached in the Litigation; (iii) Seller shall promptly upon its discovery of facts or circumstances giving rise to a claim for indemnification, including receipt by it of notice of any demand, assertion, claim, action or proceeding (judicial, governmental or otherwise) by any third party, give notice thereof to Buyer, EOIR, and such notice in any event to be given within sixty (60) days from the Sellers shall, upon request, use their best efforts to obtain any certificate date Seller obtains actual knowledge of the basis or other document from any governmental authority alleged basis for the right of indemnity or any other Person such shorter period as may be necessary to mitigateavoid material prejudice to Buyer; (iv) Seller shall use commercially reasonable efforts to cooperate with Buyer in Buyer's defense of the Litigation including, reducewithout limitation, providing Buyer with access to such personnel, documents and records, and executing such documents, as Buyer may reasonably request in connection with the defense of any Litigation; (v) Buyer shall not be liable for any settlement effected by Seller without Buyer's consent except where Seller has assumed the defense because Buyer has failed or eliminate refused to do so; and (vi) if Buyer shall have failed to assume the defense of any Tax that could Litigation in accordance with the provisions of this Section 4, then Seller shall have the right to control its defense in the Litigation, and, shall be imposed entitled to indemnification from Buyer hereunder, including the costs, fees and expenses of such defense (including, but not limited towithout limitation, with respect to the transactions contemplated in this Agreementattorneys' costs and expenses).

Cooperation. The BuyerParties agree to cooperate fully in respect of the enforcement of any Subject mAb2 Patent or Fcab Patent (an “IP Action”), EOIRas follows: (a) The Party commencing or defending the litigation (the “Lead Party”) shall keep the other Parties regularly informed of the status and progress of the IP Action, including by providing the other Parties with copies of any and all material pleadings and other documents filed with the court, and the Sellers Lead Party shall cooperate fully, as and have due regard to the extent reasonably requested by any interests of the other such Parties. (b) At the reasonable request of the Lead Party, the other Parties shall, where necessary and (subject to the Lead Party indemnifying the other Parties in connection with the filing respect of Tax Returns; any audit, litigationliabilities it may incur relating to joining such action) furnish a power of attorney solely for such purpose or shall join in, or be named as a necessary party to, such action or proceeding (in which case it shall have the right, but not the obligation, to instruct and be represented by independent counsel of its own choice and at its own expense), providing access to relevant documents and other proceeding with respect to Taxes; evidence, and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1making its employees available at reasonable business hours. (Ac) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also In no event shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall ; (i) retain all books make an admission as to liability, or the invalidity or unenforceability of any Subject mAb2 Patent or Fcab Patent or Fab Patent or IP that is owned by another Party; (ii) amend in the course of the litigation any Patent that forms part of any Subject mAb2 Patent or Fcab Patent or Fab Patent; or *** Certain information in this agreement has been omitted and records filed separately with respect the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. Table of Contents (iii) agree to Tax matters pertinent to EOIR any settlement or compromise of any action or proceedings relating to any taxable period beginning before IP Action, in each case in a manner that diminishes or has a material adverse effect on the Closing until the expiration rights or interest of the statute of limitations (andother Parties, to the extent notified by the Buyeror in a manner that imposes any costs or liability on, or involves any extensions thereof) of the respective taxable periodsadmission by, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party reasonable Parties, without the express written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession consent of such books and records. Buyerother Parties, EOIRsuch consent not to be unreasonably withheld, and the Sellers shall, upon request, use their best efforts to obtain any certificate conditioned 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 in this Agreement)delayed.

Cooperation. The Buyer, EOIR(a) At the request by or on behalf of the Company, and upon reasonable notice to Goelzer, Goelzer agrees to cooperate with the Sellers shall cooperate fully, as and to the extent reasonably requested by any other such Party, Company in connection with the filing of Tax Returns; financial affairs, legal affairs or business matters arising during Goelzer's employment about which Goelzer has knowlexxx xx xxformation and/or with respect to any auditinvestigation, litigation, legal proceedings or other proceeding circumstances arising in connection with respect to Taxes; such financial affairs, legal affairs and/or business matters (collectively, "Such Matters"), including providing the Company with full, complete, truthful and the determination whether to file a 338(h)(10) Election. Such cooperation may include, with respect to the Tax Returns described in SECTION 4.1 (A) the Buyer's consent to an election that does not adversely affect the Buyer or EOIR after the Closing and that is reasonably requested by the Sellers, and EOIR's signing of such Tax Returns. Such cooperation also shall include the retention and (upon any Party's request) the provision of records and information that are reasonably relevant to any 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. EOIR and the Sellers shall (i) retain all books and records with respect to Tax matters pertinent to EOIR relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (andaccurate information, to the extent notified by best of his knowledge, concerning Such Matters, and/or testifying in regard to Such Matters. In requesting Goelzer's cooperation, BEC will not unreasonably inxxxxxxx xith Goelzer's employment elsewhere. Subject to and witxxxx xxxxting the Buyerprovisions of Paragraph 9 hereof, this Paragraph shall not act to impede Goelzer from discussing Such Matters personally relating to Goelzer with his lawyers or from cooperating with any extensions thereof) government investigation of the respective taxable periodsbusinesses of the Company to the extent required by law or from giving testimony under oath in any legal proceeding. If Goelzer discusses Such Matters with his lawyers, Goelzer shall cause his lawyers to honor the confidentiality provisions of Paragraph 9 of this Agreement. (b) The Company shall issue the press release and employee communication attached hereto as Exhibits A and B, respectively. (c) With regard to reference requests from prospective employers, Goelzer shall request that any prospective employers communicate directly with the then President of BEC (the "President"), in order to inquire about Goelzer's employment by BEC. Upon any inquiry from x xxxxxxctive employer, Xxelzer hereby consents to having the President only confirm that Goelzer was employed by BEC and shall give Goelzer's final position, dates of employment, and to abide by all record retention agreements entered into with any taxing authority, and (ii) 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, EOIR or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer, EOIR, and the Sellers shall, upon request, 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 in this Agreement)xxxxx xxxary.