Common use of GENERAL COOPERATION AND EXCHANGE OF INFORMATION Clause in Contracts

GENERAL COOPERATION AND EXCHANGE OF INFORMATION. (a) VeriChip shall provide, or cause to be provided, to Applied Digital copies of all correspondence received from any taxing authority by VeriChip in connection with the liability of the Parties for Taxes for the Pre-Deconsolidation Date Period. VeriChip shall also provide Applied Digital with access to or copies of any materials requested by Applied Digital which would assist Applied Digital in resolving any tax matters for the Consolidated Group for the Pre-Deconsolidation Date Period. Further, the Parties will provide each other with such cooperation and information as may reasonably be requested of each other in preparing or filing any return, amended return, or claim for refund, in determining liability or right of refund, or in conducting any audit or other proceeding, in respect of Taxes or Other Taxes imposed on the Parties or their respective affiliates including, by way of example, information relating to net operating losses, foreign tax credits, overall foreign losses, and excess loss accounts. (b) VeriChip on one hand, and Applied Digital and each other member of the Consolidated Group on the other hand, and their respective affiliates, will preserve and retain all returns, schedules, workpapers, and all material records or other documents relating to any such returns, claims, audits, or other proceedings until the expiration of the statutory period of limitations (including extensions) of the taxable periods to which such documents relate and until the final determination of any payments which may be required with respect to such periods under this Agreement and shall make such documents available at the then-current corporate headquarters of such Party to the other Party or any affiliate thereof, and their respective officers, employees, and agents, upon reasonable notice and at reasonable times, it being understood that such representative shall be entitled to make copies of any such books and records relating to Applied Digital or VeriChip as they shall deem necessary. (c) Applied Digital on one hand and VeriChip on the other hand further agree to permit representatives of the other Party or any affiliate thereof to meet with employees of such Party on a mutually convenient basis in order to enable such representatives to obtain additional information and explanations of any documents provided pursuant to this Section 4.1. Applied Digital on one hand and VeriChip on the other hand shall make available to the representatives of the other Party or any affiliate thereof sufficient workspace and facilities to perform the activities described in this Section. Any information obtained pursuant to this Section 4.1 shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any audit or other proceeding. Each Party shall provide the cooperation and information required by this Section 4.1 at its own expense.

GENERAL COOPERATION AND EXCHANGE OF INFORMATION. The Parties shall each cooperate fully (aand each shall cause its respective Subsidiaries to cooperate fully) VeriChip shall provideand in a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from the other Party, or cause from an agent, representative, or advisor to be providedthe other Party, to Applied Digital copies of all correspondence received from any taxing authority by VeriChip in connection with the liability preparation and filing of Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or any Subsidiary thereof, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of either Party or Subsidiary thereof. Such cooperation shall include: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of copies of Tax Returns of the Parties and their respective Subsidiaries for Taxes for periods up to and including the Pre-Deconsolidation Date Period. VeriChip shall also provide Applied Digital with access Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or copies other determinations by Taxing Authorities; (b) the execution of any materials requested by Applied Digital which would assist Applied Digital document that may be necessary or reasonably helpful in resolving connection with any tax matters for the Consolidated Group for the Pre-Deconsolidation Date Period. Further, the Parties will provide each other with such cooperation and information as may reasonably be requested Audit of each other in preparing or filing any return, amended return, or claim for refund, in determining liability or right either of refund, or in conducting any audit or other proceeding, in respect of Taxes or Other Taxes imposed on the Parties or their respective affiliates includingSubsidiaries, by way or the filing of example, information relating to net operating losses, foreign tax credits, overall foreign losses, and excess loss accounts. (b) VeriChip on one hand, and Applied Digital and each other member a Tax Return or Refund claim of the Consolidated Group on the other hand, and Parties or any of their respective affiliates, will preserve and retain all returns, schedules, workpapers, and all material records or other documents relating to any such returns, claims, audits, or other proceedings until the expiration of the statutory period of limitations Subsidiaries (including extensions) the signature of the taxable periods to which such documents relate and until the final determination an officer of any payments which may be required with respect to such periods under this Agreement and shall make such documents available at the then-current corporate headquarters of such Party to the other a Party or any affiliate Subsidiary thereof, and their respective officers, employees, and agents, upon reasonable notice and at reasonable times, it being understood that such representative shall be entitled to make copies of any such books and records relating to Applied Digital or VeriChip as they shall deem necessary.); (c) Applied Digital on one hand and VeriChip on at the other hand further agree Party’s sole cost and expense, the use of the Party’s reasonable best efforts to permit representatives obtain any documentation and provide additional data, facts, insights or views as requested by the other Party that may be necessary or reasonably helpful in connection with any of the foregoing (including any information contained in Tax or other financial information databases); (d) at the other Party’s sole cost and expense, the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other data or information that may be necessary or helpful in connection with any Tax Returns or Audits of any of the other Party or any affiliate thereof to meet with Subsidiary thereof; Each Party shall make its and its Subsidiaries’ employees of such Party and facilities available on a reasonable and mutually convenient basis in order to enable such representatives to obtain additional information connection with the foregoing matters. Except as explicitly provided in this Agreement, no reimbursement shall be made for costs and explanations expenses incurred by the Parties as a result of any documents provided cooperating pursuant to this Section 4.1. Applied Digital on one hand and VeriChip on the other hand shall make available to the representatives of the other Party or any affiliate thereof sufficient workspace and facilities to perform the activities described in this Section. Any information obtained pursuant to this Section 4.1 shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any audit or other proceeding. Each Party shall provide the cooperation and information required by this Section 4.1 at its own expense10.1.

GENERAL COOPERATION AND EXCHANGE OF INFORMATION. (a) VeriChip Enron, on the one hand, and EOG and the EOG Subsidiaries, on the other hand, shall provide, provide or cause to be provided, provided to Applied Digital the other Party copies of all correspondence received from any taxing authority by VeriChip in connection with the liability of the Parties for Taxes for the Pre-Deconsolidation Date Period. VeriChip Enron, on the one hand, and EOG and the EOG Subsidiaries, on the other hand, shall also provide Applied Digital the other Party with access to or copies of any materials requested by Applied Digital such Party which would assist Applied Digital be of assistance in resolving any tax matters for the Consolidated Group for the Pre-Deconsolidation Date Period. Further, the Parties will provide each other with such cooperation and information as they may reasonably be requested request of each other in preparing or filing any return, amended return, or claim for refund, in determining liability or right of refund, or in conducting any audit or other proceeding, proceeding in respect of Taxes or Other Taxes imposed on the Parties or their respective affiliates including, by way of example, information relating to net operating losses, foreign tax credits, overall foreign losses, and excess loss accountsaffiliates. (b) VeriChip Enron, on the one hand, and Applied Digital EOG and each other member of the Consolidated Group EOG Subsidiaries, on the other hand, and their respective affiliates, will preserve and retain all returns, schedules, workpapers, and all material records or and other documents relating to any such returns, claims, audits, or other proceedings until the expiration of the statutory period of limitations (including extensions) of the taxable periods to which such documents relate and until the final determination of any payments which may be required with respect to such periods under this Agreement Agreement, and shall make such documents available at the then-current corporate headquarters of such Party to the other Party or any affiliate thereof, and their respective officers, employees, and agents, upon reasonable notice and at reasonable times, it being understood that such representative representatives shall be entitled to make copies of any such books and records relating to Applied Digital Enron or VeriChip EOG and the EOG Subsidiaries as they shall deem necessary. (c) Applied Digital Enron, on the one hand hand, and VeriChip EOG and the EOG Subsidiaries, on the other hand hand, further agree to permit representatives of the other Party or any affiliate thereof to meet with employees of such Party on a mutually convenient basis in order to enable such representatives to obtain additional information and explanations of any documents provided pursuant to this Section 4.15.1. Applied Digital Enron, on the one hand hand, and VeriChip EOG and the EOG Subsidiaries, on the other hand hand, shall make available to the representatives of the other Party or any affiliate thereof sufficient workspace work space and facilities to perform the activities described in this SectionSection 5. 1. Any information obtained pursuant to this Section 4.1 5.1 shall be kept confidential, except as may otherwise be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any audit or other proceeding. Each Party shall provide the cooperation and information required by this Section 4.1 5.1 at its own expense.

GENERAL COOPERATION AND EXCHANGE OF INFORMATION. (a) VeriChip EOG shall provide, or cause to be provided, to Applied Digital Enron copies of all correspondence received from any taxing authority by VeriChip EOG in connection with the liability of the Parties for Taxes for the Pre-Deconsolidation Date Period. VeriChip EOG shall also provide Applied Digital Enron with access to or copies of any materials requested by Applied Digital Enron which would assist Applied Digital Enron in resolving any tax matters for the Consolidated Group for the Pre-Deconsolidation Date Period. Further, the Parties will provide each other with such cooperation and information as they may reasonably be requested request of each other in preparing or filing any return, amended return, or claim for refund, in determining liability or right of refund, or in conducting any audit or other proceeding, in respect of Taxes or Other Taxes imposed on the Parties or their respective affiliates including, by way of example, information relating to net operating losses, foreign tax credits, overall foreign losses, and excess loss accountsaffiliates. (b) VeriChip Enron on one hand, hand and Applied Digital and each other member of the Consolidated Group EOG on the other hand, hand and their respective affiliates, affiliates will preserve and retain all returns, schedules, workpapers, and all material records or other documents relating to any such returns, claims, audits, or other proceedings until the expiration of the statutory period of limitations (including extensions) of the taxable periods to which such documents relate and until the final determination of any payments which may be required with respect to such periods under this Agreement and shall make such documents available at the then-current corporate headquarters of such Party to the other Party or any affiliate thereof, and their respective officers, employees, and agents, upon reasonable notice and at reasonable times, it being understood that such representative shall be entitled to make copies of any such books and records relating to Applied Digital Enron or VeriChip EOG as they shall deem necessary. (c) Applied Digital Enron on one hand and VeriChip EOG on the other hand further agree to permit representatives of the other Party or any affiliate thereof to meet with employees of such Party on a mutually convenient basis in order to enable such representatives to obtain additional information and explanations of any documents provided pursuant to this Section 4.1. Applied Digital Enron on one hand and VeriChip EOG on the other hand shall make available to the representatives of the other Party or any affiliate thereof sufficient workspace and facilities to perform the activities described in this Section. Any information obtained pursuant to this Section 4.1 shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any audit or other proceeding. Each Party shall provide the cooperation and information required by this Section 4.1 at its own expense.