Common use of PREPARATION AND FILING OF TAX RETURNS; RECORD RETENTION Clause in Contracts

PREPARATION AND FILING OF TAX RETURNS; RECORD RETENTION. (a) Each party hereto shall, and shall cause its subsidiaries and affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of Returns, together with relevant accompanying schedules and work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (b) Each of the COMPANY, NEWCO, VESTCOM and each STOCKHOLDER shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and to treat the transaction as a tax-free reorganization under Section 351(a) of the Code. (c) Each STOCKHOLDER shall file or cause to be filed Returns of the COMPANY and any other Acquired Party for the tax periods prior to and ending on the Consummation Date, shall jointly and severally be responsible for paying any and all income taxes due and payable with respect to such periods and shall forward a copy of such Returns to VESTCOM; and VESTCOM shall file or cause to be filed all separate Returns of, and those that include, any Acquired Party for all taxable periods ending after the Consummation Date, and shall pay any and all Taxes with respect to such Returns. (d) With respect to any Tax Return of any Acquired Party for a taxable period that begins before and ends after the Consummation Date (a "Straddle Period Return"), VESTCOM shall deliver a copy of such Tax Return to each STOCKHOLDER at least 30 calendar days prior to the due date therefor (giving effect to any extension thereof), accompanied by an allocation between the pre-Consummation Date period and the post-Consummation Date period of the Taxes shown to be due on such Tax Return. Such Tax Return and allocation shall be final and binding on each STOCKHOLDER, unless, within ten calendar days after the date of receipt by each STOCKHOLDER of such Tax Return and allocation, each STOCKHOLDER delivers to VESTCOM a written request for changes to such Tax Return or allocation. (e) In the case of each Straddle Period Return, not later than (i) five business days before the due date (including any extension thereof) for payment of Taxes with respect to such Tax Return or (ii) in the event of a dispute, five business days after the resolution thereof either by mutual agreement of the parties or by a determination of an independent accounting firm, each STOCKHOLDER shall cause to be paid to VESTCOM the portion of the income taxes and taxes for which the STOCKHOLDERS are personally responsible set forth on such Tax Return (f) VESTCOM, NEWCO and the STOCKHOLDERS shall (i) cause the Surviving Corporation to retain all Tax returns, schedules, work papers and all material records or other documents relating to Tax matters of the COMPANY for the first taxable year or other taxable period ending after the Consummation Date and for all prior taxable years or other taxable periods until the later of (a) seven (7) years after the later of filing or the due date of the Tax Return with respect to a taxable year or (b) the expiration of all applicable statutes of limitation, and (ii) provide the other party with any record or information (including, to the extent a party has such power, making employees available to such other party for reasonable periods of time) which may be relevant to any Tax matters. Neither VESTCOM nor NEWCO shall destroy or dispose of or allow the destruction or disposition of any books, records or files relating to the business, properties, assets or operations of the COMPANY to the extent that they pertain to the operations of the COMPANY on or prior to the Consummation Date, without first having offered in writing to deliver such books, records and files to each of the STOCKHOLDERS. VESTCOM and NEWCO shall be entitled to dispose of the books, records and files described in such notice if none of the STOCKHOLDERS requests copies of such books, records and files within 60 days after receipt of the notice described in the preceding sentence.

PREPARATION AND FILING OF TAX RETURNS; RECORD RETENTION. (a) Each party hereto shall, and shall cause its subsidiaries and affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of Returns, together with relevant accompanying schedules and work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (b) Each of the COMPANY, NEWCO, VESTCOM and each STOCKHOLDER shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and to treat the transaction as a tax-free reorganization under Section 351(a) of the Code. (c) Each STOCKHOLDER shall file or cause to be filed Returns of the COMPANY and any other Acquired Party for the tax periods prior to and ending on the Consummation Date, shall jointly and severally be responsible for paying any and all income taxes due and payable with respect to such periods and shall forward a copy of such Returns to VESTCOM; and VESTCOM shall file or cause to be filed all separate Returns of, and those that include, any Acquired Party for all taxable periods ending after the Consummation Date, and shall pay any and all Taxes with respect to such Returns. (d) With respect to any Tax Return of any Acquired Party for a taxable period that begins before and ends after the Consummation Date (a "Straddle Period Return"), VESTCOM shall deliver a copy of such Tax Return to each STOCKHOLDER at least 30 calendar days prior to the due date therefor (giving effect to any extension thereof), accompanied by an allocation between the pre-Consummation Date period and the post-Consummation Date period of the Taxes shown to be due on such Tax Return. Such Tax Return and allocation shall be final and binding on each STOCKHOLDER, unless, within ten calendar days after the date of receipt by each STOCKHOLDER of such Tax Return and allocation, each STOCKHOLDER delivers to VESTCOM a written request for changes to such Tax Return or allocation. (e) In the case of each Straddle Period Return, not later than (i) five business days before the due date (including any extension thereof) for payment of Taxes with respect to such Tax Return or (ii) in the event of a dispute, five business days after the resolution thereof either by mutual agreement of the parties or by a determination of an independent accounting firm, each STOCKHOLDER shall cause to be paid to VESTCOM the portion of the income taxes and taxes for which the STOCKHOLDERS STOCKHOLDER are personally responsible set forth on such Tax ReturnReturn that are allocable to the pre-Consummation Date period, after giving effect to any agreement of the parties or any determination by the independent accounting firm, net of any payments made prior to the Consummation Date in respect of such taxes, whether as estimated Taxes or otherwise, and net of any applicable provision for current taxes not yet due and payable of the Acquired Party that is contained in the COMPANY Financial Statements. (f) VESTCOM, NEWCO and the STOCKHOLDERS shall (i) cause the Surviving Corporation to retain all Tax returns, schedules, work papers and all material records or other documents relating to Tax matters of the COMPANY for the first taxable year or other taxable period ending after the Consummation Date and for all prior taxable years or other taxable periods until the later of (a) seven (7) years after the later of filing or the due date of the Tax Return with respect to a taxable year or (b) the expiration of all applicable statutes of limitation, and (ii) provide the other party with any record or information (including, to the extent a party has -65- 73 such power, making employees available to such other party for reasonable periods of time) which may be relevant to any Tax matters. Neither VESTCOM nor NEWCO shall destroy or dispose of or allow the destruction or disposition of any books, records or files relating to the business, properties, assets or operations of the COMPANY to the extent that they pertain to the operations of the COMPANY on or prior to the Consummation Date, without first having offered in writing to deliver such books, records and files to each of the STOCKHOLDERS. VESTCOM and NEWCO shall be entitled to dispose of the books, records and files described in such notice if none of the STOCKHOLDERS requests copies of such books, records and files within 60 days after receipt of the notice described in the preceding sentence.

PREPARATION AND FILING OF TAX RETURNS; RECORD RETENTION. (a) Each party hereto shall, and shall cause its subsidiaries and affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of Returns, together with relevant accompanying schedules and work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (b) Each of the COMPANY, NEWCO, VESTCOM and each STOCKHOLDER shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and to treat the transaction as a tax-free reorganization under Section 351(a) of the Code. (c) Each STOCKHOLDER shall file or cause to be filed Returns of the COMPANY and any other Acquired Party for the tax periods prior to and ending on the Consummation Date, shall jointly and severally be responsible for paying any and all income taxes due and payable with respect to such periods and shall forward a copy of such Returns to VESTCOM; and VESTCOM shall file or cause to be filed all separate Returns of, and those that include, any Acquired Party for all taxable periods ending after the Consummation Date, and shall pay any and all Taxes with respect to such Returns. (d) With respect to any Tax Return of any Acquired Party for a taxable period that begins before and ends after the Consummation Date (a "Straddle Period Return"), VESTCOM shall deliver a copy of such Tax Return to each STOCKHOLDER at least 30 calendar days prior to the due date therefor (giving effect to any extension thereof), accompanied by an allocation between the pre-Consummation Date period and the post-Consummation Date period of the Taxes shown to be due on such Tax Return. Such Tax Return and allocation shall be final and binding on each STOCKHOLDER, unless, within ten calendar days after the date of receipt by each STOCKHOLDER of such Tax Return and allocation, each STOCKHOLDER delivers to VESTCOM a written request for changes to such Tax Return or allocation. (e) In the case of each Straddle Period Return, not later than (i) five business days before the due date (including any extension thereof) for payment of Taxes with respect to such Tax Return or (ii) in the event of a dispute, five business days after the resolution thereof either by mutual agreement of the parties or by a determination of an independent accounting firm, each STOCKHOLDER shall cause to be paid to VESTCOM the portion of the income taxes and taxes for which the STOCKHOLDERS are personally responsible for set forth on such Tax ReturnReturn that are allocable to the pre-Consummation Date period, after giving effect to any agreement of the parties or any determination by the independent accounting firm, net of any payments made prior to the Consummation Date in respect of such taxes, whether as estimated taxes or otherwise, and net of any applicable provision for current Taxes not yet due and payable of the Acquired Party that is contained in the COMPANY Financial Statements. (f) VESTCOM, NEWCO and the STOCKHOLDERS shall (i) cause the Surviving Corporation to retain all Tax returns, schedules, work papers and all material records or other documents relating to Tax matters of the COMPANY for the first taxable year or other taxable period ending after the Consummation Date and for all prior taxable years or other taxable periods until the later of (a) seven (7) years after the later of filing or the due date of the Tax Return with respect to a taxable year or (b) the expiration of all applicable statutes of limitation, and (ii) provide the other party with any record or information (including, to the extent a party has -65- 73 such power, making employees available to such other party for reasonable periods of time) which may be relevant to any Tax matters. Neither VESTCOM nor NEWCO shall destroy or dispose of or allow the destruction or disposition of any books, records or files relating to the business, properties, assets or operations of the COMPANY to the extent that they pertain to the operations of the COMPANY on or prior to the Consummation Date, without first having offered in writing to deliver such books, records and files to each of the STOCKHOLDERS. VESTCOM and NEWCO shall be entitled to dispose of the books, records and files described in such notice if none of the STOCKHOLDERS requests copies of such books, records and files within 60 days after receipt of the notice described in the preceding sentence.

PREPARATION AND FILING OF TAX RETURNS; RECORD RETENTION. (a) Each party hereto shall, and shall cause its subsidiaries and affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of Returns, together with relevant accompanying schedules and work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns.parties (b) Each of the COMPANY, NEWCO, VESTCOM and each STOCKHOLDER shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and to treat the transaction as a tax-free reorganization under Section 351(a) of the Code. (c) Each STOCKHOLDER shall file or cause to be filed Returns of the COMPANY and any other Acquired Party for the tax periods prior to and ending on the Consummation Date, shall jointly and severally be responsible for paying any and all income taxes and taxes for which the STOCKHOLDERS are personally responsible due and payable with respect to such periods and shall forward a copy of such Returns to VESTCOM; and VESTCOM shall file or cause to be filed all separate Returns of, and those that include, any Acquired Party for all taxable periods ending after the Consummation Date, and shall pay any and all Taxes with respect to such Returns. (d) With respect to any Tax Return of any Acquired Party for a taxable period that begins before and ends after the Consummation Date (a "Straddle Period Return"), VESTCOM shall deliver a copy of such Tax Return to each STOCKHOLDER at least 30 calendar days prior to the due date therefor (giving effect to any extension thereof), accompanied by an allocation between the pre-Consummation Date period and the post-Consummation Date period of the Taxes shown to be due on such Tax Return. Such Tax Return and allocation shall be final and binding on each STOCKHOLDER, unless, within ten calendar days after the date of receipt by each STOCKHOLDER of such Tax Return and allocation, each STOCKHOLDER delivers to VESTCOM a written request for changes to such Tax Return or allocation.the (e) In the case of each Straddle Period Return, not later than (i) five business days before the due date (including any extension thereof) for payment of Taxes with respect to such Tax Return or (ii) in the event of a dispute, five business days after the resolution thereof either by mutual agreement of the parties or by a determination of an independent accounting firm, each STOCKHOLDER shall cause to be paid to VESTCOM the portion of the income taxes and taxes for which the STOCKHOLDERS are personally responsible set forth on such Tax ReturnReturn that are allocable to the pre-Consummation Date period, after giving effect to any agreement of the parties or any determination by the independent accounting firm, net of any payments made prior to the Consummation Date in respect of such taxes, whether as estimated taxes or otherwise, and net of any applicable provision for current Taxes not yet due and payable of the Acquired Party that is contained in the COMPANY Financial Statements. (f) VESTCOM, NEWCO and the STOCKHOLDERS shall (i) cause the Surviving Corporation Corporations to retain all Tax returns, schedules, work papers and all material records or other documents relating to Tax matters of the COMPANY for the first taxable year or other taxable period ending after the Consummation Date and for all prior taxable years or other taxable periods until the later of (a) seven (7) years after the later of filing or the due date of the Tax Return with respect to a taxable year or (b) the expiration of all applicable statutes of limitation, and (ii) provide the other party with any record or information (including, to the extent a party has such power, making employees available to such other party for reasonable periods of time) which may be relevant to any Tax matters. Neither VESTCOM nor NEWCO shall destroy or dispose of or allow the destruction or disposition of any books, records or files relating to the business, properties, assets or operations of the COMPANY to the extent that they pertain to the operations of the COMPANY on or prior to the Consummation Date, without first having offered -71- 79 in writing to deliver such books, records and files to each of the STOCKHOLDERS. VESTCOM and NEWCO shall be entitled to dispose of the books, records and files described in such notice if none of the STOCKHOLDERS requests copies of such books, records and files within 60 days after receipt of the notice described in the preceding sentence.

PREPARATION AND FILING OF TAX RETURNS; RECORD RETENTION. (a) Each party hereto shall, and shall cause its subsidiaries and affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of Returns, together with relevant accompanying schedules and work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (b) Each of the COMPANY, NEWCO, VESTCOM and each STOCKHOLDER shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and to treat the transaction as a tax-free reorganization under Section 351(a) of the Code. (c) Each STOCKHOLDER shall file or cause to be filed Returns of the COMPANY and any other Acquired Party for the tax periods prior to and ending on the Consummation Date, shall jointly and severally be responsible for paying any and all income taxes due and payable with respect to such periods and shall forward a copy of such Returns to VESTCOM; and VESTCOM shall file or cause to be filed all separate Returns of, and those that include, any Acquired Party for all taxable periods ending after the Consummation Date, and shall pay any and all Taxes with respect to such Returns.and (d) With respect to any Tax Return of any Acquired Party for a taxable period that begins before and ends after the Consummation Date (a "Straddle Period Return"), VESTCOM shall deliver a copy of such Tax Return to each STOCKHOLDER at least 30 calendar days prior to the due date therefor (giving effect to any extension thereof), accompanied by an allocation between the pre-Consummation Date period and the post-Consummation Date period of the Taxes shown to be due on such Tax Return. Such Tax Return and allocation shall be final and binding on each STOCKHOLDER, unless, within ten calendar days after the date of receipt by each STOCKHOLDER of such Tax Return and allocation, each STOCKHOLDER delivers to VESTCOM a written request for changes to such Tax Return or allocation. (e) In the case of each Straddle Period Return, not later than (i) five business days before the due date (including any extension thereof) for payment of Taxes with respect to such Tax Return or (ii) in the event of a dispute, five business days after the resolution thereof either by mutual agreement of the parties or by a determination of an independent accounting firm, each STOCKHOLDER shall cause to be paid to VESTCOM the portion of the income taxes and taxes for which the STOCKHOLDERS are personally responsible liable set forth on such Tax ReturnReturn that are allocable to the pre-Consummation Date period, after giving effect to any agreement of the parties or any determination by the independent accounting firm, net of any payments made prior to the Consummation Date in respect of such taxes, whether as estimated Taxes or otherwise, and net of any applicable provision for current taxes not yet due and payable of the Acquired Party that is contained in the COMPANY Financial Statements. (f) VESTCOM, NEWCO and the STOCKHOLDERS shall (i) cause the Surviving Corporation to retain all Tax returns, schedules, work papers and all material records or other documents relating to Tax matters of the COMPANY for the first taxable year or other taxable period ending after the Consummation Date and for all prior taxable years or other taxable periods until the later of (a) seven (7) years after the later of filing or the due date of the Tax Return with respect to a taxable year or (b) the expiration of all applicable statutes of limitation, and (ii) provide the other party with any record or information (including, to the extent a party has such power, making employees available to such other party for reasonable periods of time) which may be relevant to any Tax matters. Neither VESTCOM nor NEWCO shall destroy or dispose of or allow the destruction or disposition of any books, records or files relating to the business, properties, assets or operations of the COMPANY to the extent that they pertain to the operations of the COMPANY on or prior to the Consummation Date, without first having offered in writing to deliver such books, records and files to each of the STOCKHOLDERS. VESTCOM and NEWCO shall be entitled to dispose of the books, records and files described in such notice if none of the STOCKHOLDERS requests copies of such books, records and files within 60 days after receipt of the notice described in the preceding sentence.taxable

PREPARATION AND FILING OF TAX RETURNS; RECORD RETENTION. (a) Each party hereto shall, and shall cause its subsidiaries and affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of Returns, together with relevant accompanying schedules and work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably -63- 71 available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (b) Each of the COMPANY, NEWCO, VESTCOM and each STOCKHOLDER shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and to treat the transaction as a tax-free reorganization under Section 351(a) of the Code. (c) Each STOCKHOLDER The COMPANY shall file or cause to be filed all separate Tax Returns of the COMPANY and any other Acquired Party Party, for the all tax periods prior to and ending on the Consummation Date, the COMPANY shall jointly and severally pay or cause to be responsible for paying paid any and all income taxes Taxes due and payable with respect to such periods and shall forward a copy of such Returns to VESTCOM; and VESTCOM shall file or cause to be filed all separate Returns of, and those that include, any Acquired Party for all taxable periods ending after the Consummation Date, and shall pay any and all Taxes with respect to such Returns. (d) With respect to any Tax Return of any Acquired Party for a taxable period that begins before and ends after the Consummation Date (a "Straddle Period Return"), VESTCOM shall deliver a copy of such Tax Return to each STOCKHOLDER at least 30 calendar days prior to the due date therefor (giving effect to any extension thereof), accompanied by an allocation between the pre-Consummation Date period and the post-Consummation Date period of the Taxes shown to be due on such Tax Return. Such Tax Return and allocation shall be final and binding on each STOCKHOLDER, unless, within ten calendar days after the date of receipt by each STOCKHOLDER of such Tax Return and allocation, each STOCKHOLDER delivers to VESTCOM a written request for changes to such Tax Return or allocation. (e) In the case of each Straddle Period Return, not later than (i) five business days before the due date (including any extension thereof) for payment of Taxes with respect to such Tax Return or (ii) in the event of a dispute, five business days after the resolution thereof either by mutual agreement of the parties or by a determination of an independent accounting firm, each -64- 72 STOCKHOLDER shall cause to be paid to VESTCOM the portion of the income taxes and taxes for which the STOCKHOLDERS are personally responsible Taxes set forth on such Tax ReturnReturn that are allocable to the pre-Consummation Date period, after giving effect to any agreement of the parties or any determination by the independent accounting firm, net of any payments made prior to the Consummation Date in respect of such Taxes, whether as estimated Taxes or otherwise, and net of any applicable provision for current Taxes not yet due and payable of the Acquired Party that is contained in the COMPANY Financial Statements. (f) VESTCOM, NEWCO and the STOCKHOLDERS shall (i) cause the Surviving Corporation to retain all Tax returns, schedules, work papers and all material records or other documents relating to Tax matters of the COMPANY for the first taxable year or other taxable period ending after the Consummation Date and for all prior taxable years or other taxable periods until the later of (a) seven (7) years after the later of filing or the due date of the Tax Return with respect to a taxable year or (b) the expiration of all applicable statutes of limitation, and (ii) provide the other party with any record or information (including, to the extent a party has such power, making employees available to such other party for reasonable periods of time) which may be relevant to any Tax matters. Neither VESTCOM nor NEWCO shall destroy or dispose of or allow the destruction or disposition of any books, records or files relating to the business, properties, assets or operations of the COMPANY to the extent that they pertain to the operations of the COMPANY on or prior to the Consummation Date, without first having offered in writing to deliver such books, records and files to each of the STOCKHOLDERS. VESTCOM and NEWCO shall be entitled to dispose of the books, records and files described in such notice if none of the STOCKHOLDERS requests copies of such books, records and files within 60 days after receipt of the notice described in the preceding sentence.

PREPARATION AND FILING OF TAX RETURNS; RECORD RETENTION. (a) Each party hereto shall, and shall cause its subsidiaries and affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of Returns, together with relevant accompanying schedules and work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (b) Each of the COMPANY, NEWCO, VESTCOM and each STOCKHOLDER shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and to treat the transaction as a tax-free reorganization under Section 351(a) of the Code. (c) Each STOCKHOLDER shall file or cause to be filed Returns of the COMPANY and any other Acquired Party for the tax periods prior to and ending on the Consummation Date, shall jointly -76- 84 and severally be responsible for paying any and all income taxes due and payable with respect to such periods and shall forward a copy of such Returns to VESTCOM; , and VESTCOM shall file or cause to be filed all separate Returns of, and those that include, any Acquired Party for all taxable periods ending after the Consummation Date, and shall pay any and all Taxes with respect to such Returns. (dc) With respect to any Tax Return of any Acquired Party for a taxable period that begins before and ends after the Consummation Date (a "Straddle Period Return"), VESTCOM shall deliver a copy of such Tax Return to each STOCKHOLDER at least 30 calendar days prior to the due date therefor (giving effect to any extension thereof), accompanied by an allocation between the pre-Consummation Date period and the post-Consummation Date period of the Taxes shown to be due on such Tax Return. Such Tax Return and allocation shall be final and binding on each STOCKHOLDER, unless, within ten calendar days after the date of receipt by each STOCKHOLDER of such Tax Return and allocation, each STOCKHOLDER delivers to VESTCOM a written request for changes to such Tax Return or allocation. (ed) In the case of each Straddle Period Return, not later than (i) five business days before the due date (including any extension thereof) for payment of Taxes with respect to such Tax Return or (ii) in the event of a dispute, five business days after the resolution thereof either by mutual agreement of the parties or by a determination of an independent accounting firm, each STOCKHOLDER shall cause to be paid to VESTCOM the portion of the income taxes and taxes for which the STOCKHOLDERS are personally responsible set forth on such Tax ReturnReturn that are allocable to the pre-Consummation Date period, after giving effect to any agreement of the parties or any determination by the independent accounting firm, net of any payments made prior to the Consummation Date in respect of such taxes, whether as estimated taxes or otherwise, and net of any applicable provision for current Taxes not yet due and payable of the Acquired Party that is contained in the COMPANY Financial Statements. (fe) VESTCOM, NEWCO and the STOCKHOLDERS shall (i) cause the Surviving Corporation to COMPANY to, retain all Tax returns, schedules, work papers and all material records or other documents relating to Tax matters of the COMPANY (including the COMPANY'S Subsidiaries) for the first taxable year or -77- 85 other taxable period ending after the Consummation Date and for all prior taxable years or other taxable periods until the later of (a) seven (7) years after the later of filing or the due date of the Tax Return with respect to a taxable year or (b) the expiration of all applicable statutes of limitation, and (ii) provide the other party with any record or information (including, to the extent a party has such power, making employees available to such other party for reasonable periods of time) which may be relevant to any Tax matters. Neither VESTCOM nor NEWCO shall destroy or dispose of or allow the destruction or disposition of any books, records or files relating to the business, properties, assets or operations of the COMPANY (including the COMPANY'S Subsidiaries) to the extent that they pertain to the operations of the COMPANY (including the COMPANY'S Subsidiaries) on or prior to the Consummation Date, without first having offered in writing to deliver such books, records and files to each of the STOCKHOLDERS. VESTCOM and NEWCO shall be entitled to dispose of the books, records and files described in such notice if none of the STOCKHOLDERS requests copies of such books, records and files within 60 days after receipt of the notice described in the preceding sentence.