Common use of Tax Cooperation and Exchange of Information Clause in Contracts

Tax Cooperation and Exchange of Information. The Sellers and Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest). Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers and Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.05. Notwithstanding anything to the contrary in Section 6.02, the Sellers and Purchaser shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the Company and the Company Subsidiaries for any Tax Period that includes the date of the Closing and for all prior Tax Periods until the later of (i) the expiration of the statute of limitations of the Tax Periods to which such Tax Returns and other documents relate, without regard to extensions or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers or Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after ninety (90) calendar days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)Taxes; provided, that such cooperation shall be at the requesting party’s expense. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.056.05. Notwithstanding anything to the contrary in Section 6.025.02, each of the Sellers Seller and the Purchaser shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the Company and the Company Subsidiaries or any Subsidiary for any Tax Period taxable period that includes the date of the Closing Date and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (ii) six (6) 6 years following the due date (without extension) for such Tax Returns. After such time, before the Sellers Seller or the Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after ninety (90) calendar 90 days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 6.05 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers Seller and the Purchaser shall provide each other with such cooperation and information as either any of them reasonably may request of the other (and Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a any liability for Taxes or a right to a refund of Taxes or Taxes, participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)relating to the Purchased Assets or the Assumed Liabilities or reducing or avoiding any Conveyance Tax. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules and related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers Seller and the Purchaser shall make themselves (and their respective employees) reasonably available available, on a mutually convenient basis basis, to provide explanations of any documents or information provided under this Section 7.055.11. Notwithstanding anything to the contrary in this Section 6.025.11, each of the Sellers Seller and the Purchaser shall each retain all Tax Returns, schedules and work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of relevant to the Company and Purchased Assets or the Company Subsidiaries Assumed Liabilities for any Tax Period that includes the date of taxable period first ending after the Closing and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions extensions, or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers or Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after ninety (90) calendar days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 5.11 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers Seller and the Purchaser shall provide each other other, the Purchaser shall cause each of its Subsidiaries to provide the Seller, and the Seller shall cause each of its Affiliates to provide the Purchaser, with such cooperation and information as either of them reasonably may request of the other (and Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes Taxes, or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)relating to the Transferred Assets or the Business. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authoritiesGovernmental Authorities. The Sellers Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.056.2. Notwithstanding anything to the contrary in Section 6.025.2, each of the Sellers Seller and its Affiliates and the Purchaser and its Subsidiaries shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) possession, including any electronic files, relating to Tax matters of relevant to the Company and Transferred Assets or the Company Subsidiaries Business for any Tax Period taxable period that includes the date of the Closing Date and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to relate (including any extensions or (ii) waivers to such statute of limitations agreed to in writing with a Governmental Authority), or six (6) years following the due filing date (without extension) for such Tax Returns. After such time, before the Sellers Seller or any of its Affiliates or the Purchaser or any of its Subsidiaries shall dispose of any such documents documentation in its possession (or in the possession of its Affiliates)possession, including electronic files, the other party shall be given an opportunity, after ninety (90) calendar days 90 days’ prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 6.2 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceedingproceeding with respect to Taxes.

Tax Cooperation and Exchange of Information. The Sellers Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company Company, the Subsidiaries and the Company Subsidiaries Joint Ventures to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.05. Notwithstanding anything to the contrary in Section 6.025.02, each of the Sellers Seller and the Purchaser shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates, including the Company, the Subsidiaries and the Joint Ventures) relating to Tax matters of the Company and the Company Subsidiaries Company, any Subsidiary or any Joint Venture for any Tax Period taxable period that includes the date of the Closing Merger and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers Seller or the Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates, including the Company, the Subsidiaries and the Joint Ventures), the other party shall be given an opportunity, after ninety (90) calendar days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers Sellers’ and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Company its Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns of the Company and its Subsidiaries or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers and the Purchaser shall make themselves (and their respective employeesemployees and the employees of the Company and its Subsidiaries) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.057.01. Notwithstanding anything to the contrary in Section 6.02, Each of the Sellers and the Purchaser shall each retain all of its respective Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the Company and the Company any of its Subsidiaries for any Tax Period taxable period that includes the date of the Closing Date and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions extension or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers or Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after ninety (90) calendar days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense)waivers thereof. Any information obtained under this Section 7.05 7.01 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Company Subsidiaries its Affiliates to provide such cooperation and information) in (a) filing any Tax Return, amended Tax Return or claim for refund, (b) determining a liability for Taxes or a right to a refund of Taxes or Taxes, (c) participating in or conducting any audit or other proceeding in respect of Taxes Taxes, or (including a Contest)d) making representations to or furnishing information to parties subsequently desiring to purchase any part of the Target Shares, the Assets, the Business, or Purchaser’s interest in any members of the Target Group from the Purchaser. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authoritiesTaxing Authorities. The Sellers Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.057.06. Notwithstanding anything to the contrary in Section 6.02, each of the Sellers Seller and the Purchaser shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of any member of the Company and the Company Subsidiaries Target Group for any Tax Period taxable period that includes the date of the Closing and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or and (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers Seller or the Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after ninety (90) calendar days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 7.06 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The From and after the Closing, the Sellers and Purchaser the Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Purchaser the Buyer shall cause the Company and the Company Subsidiaries Companies to provide such cooperation and information) in (A) filing any Tax Return, amended Tax Return or claim for refund, (B) determining a liability for Taxes or a right to a refund of Taxes or Taxes, (C) participating in or conducting any audit or other proceeding in respect of Taxes taxes, or (including a Contest)D) furnishing information to parties subsequently desiring to purchase any part of the Assets, the business, or the Companies from the Buyer. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers and Purchaser the Buyer shall make themselves (and their respective employees) reasonably available on a mutually convenient basis during normal business hours and upon reasonable notice to provide explanations of any documents or information provided under this Section 7.059.03. Notwithstanding anything to the contrary in Section 6.02this Agreement, each of the Sellers and Purchaser the Buyer shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the Company and the Company Subsidiaries Companies for any Tax Period taxable period that includes the date of the Closing Date and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or and (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers or Purchaser the Buyer shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after ninety (90) calendar 90 days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 9.03 shall be kept confidential, except as otherwise may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers Upon the terms set forth in Section 5.02 of this Agreement, the Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or Taxes, participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by taxing Tax authorities. The Sellers Seller and the Purchaser shall make themselves (and shall direct and instruct their respective employeesemployees to be) reasonably available on a basis mutually convenient basis to both parties to provide explanations of any documents or information provided under this Section 7.055.14. Notwithstanding anything to Each of the contrary in Section 6.02, Seller and the Sellers and Purchaser shall each retain all Tax Returns, schedules and work papers papers, records and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of relevant to the Company and Purchased Assets or the Company Subsidiaries Business for any Tax Period that includes the date of each taxable period first ending after the Closing and for all prior Tax Periods taxable periods until the later of (ia) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods, or (iib) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers Seller or the Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an the opportunity, after ninety (90) calendar days 90 days’ prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 5.14 shall be kept confidentialconfidential in accordance with Section 5.03, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding. The Purchaser shall, in accordance with Section 5.02(b), make available the Transferred Employees and direct and instruct such Transferred Employees to cooperate with the Seller in the resolution of any Tax claims made against or incurred by the Seller prior to the Closing.

Tax Cooperation and Exchange of Information. The Sellers Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Company Subsidiaries Xxxxxx Entities to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.05. Notwithstanding anything to the contrary in Section 6.025.02, each of the Sellers Seller and the Purchaser shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the Company and the Company Subsidiaries any Xxxxxx Entity for any Tax Period taxable period that includes the date of the Closing Date and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers Seller or the Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after ninety (90) calendar 90 days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers BSC and the Purchaser shall will provide each other with such cooperation and information as either of them reasonably may request of the other (and Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a any liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)relating to this Agreement, the Purchased Assets or the Business. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules and related work papers and documents relating to rulings or other determinations by taxing authorities; provided that in no event shall BSC or the Purchaser or any of their respective Affiliates be required to provide access to or copies of any income Tax Returns of BSC, the Purchaser, or any such Affiliate including the Sellers. The Sellers BSC and the Purchaser shall will make themselves (and their respective employees) reasonably available available, on a mutually convenient basis basis, to provide explanations of any documents or information provided under this Section 7.055.14. Notwithstanding anything to Each of BSC and the contrary in Section 6.02, the Sellers and Purchaser shall each will retain all Tax Returns, schedules and work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of relevant to the Company and Purchased Assets for the Company Subsidiaries for any Tax Period that includes the date of taxable period first ending after the Closing and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions extensions, or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before BSC or the Sellers or Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an the opportunity, after ninety (90) calendar days 90 days’ prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 5.14 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding. Any out-of-pocket expenses incurred in furnishing such information or assistance pursuant to this Section 5.14 shall be borne by the party requesting it.

Tax Cooperation and Exchange of Information. The Sellers Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or Taxes, participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the Purchaser. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by taxing Tax authorities. The Sellers Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient basis to both parties to provide explanations of any documents or information provided under this Section 7.055.09. Notwithstanding anything to Each of the contrary in Section 6.02, Seller and the Sellers and Purchaser shall each retain all Tax Returns, schedules and work papers papers, records and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of relevant to the Company and Purchased Assets or the Company Subsidiaries Purchased Business for any Tax Period that includes the date of each taxable period first ending after the Closing and for all prior Tax Periods taxable periods for a period equal to the lesser of five years or until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (ii) six (6) years following except to the due date (without extension) extent notified by the other party in writing of such extensions for such the respective Tax Returnsperiods. After such time, before In the Sellers or Purchaser shall dispose of event that any party desires to retain any such documents in its possession (or other information which is in the possession of its Affiliates)the other party, the requesting party shall give the other party shall written notice indicating the documents to be given an opportunity, after ninety (90) calendar retained at least 90 days prior written notice, to remove and retain all or any part the fifth anniversary of such documents as such other party may select (at such other party’s expense)the Closing Date. Any information obtained under this Section 7.05 5.09 shall be kept confidentialconfidential in accordance with Section 5.03, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in (a) filing any Tax Return, amended Tax Return or claim for refund, (b) determining a liability for Taxes or a right to a refund of Taxes Taxes, or (c) participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereofthereof to the extent related to the Company and the Subsidiaries, together with related work papers and documents relating to rulings or other determinations by taxing authoritiesGovernmental Authorities. The Sellers Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.057.06. Notwithstanding anything to the contrary in Section 6.025.02, each of the Sellers Seller and the Purchaser shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the Company and the Company Subsidiaries or any Subsidiary for any Tax Period taxable period that includes the date of the Closing Date and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or and (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers Seller or the Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after ninety (90) calendar 90 days prior written notice, to remove and retain all or any part of such documents that relate solely to the Company and the Subsidiaries as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 7.06 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceedinghandling a Tax Action.

Tax Cooperation and Exchange of Information. The Sellers Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in (and Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and informationa) in filing any Tax Return, amended Tax Return or claim for refundrefund relating to the Purchased Assets or the Business, (b) determining a liability Liability for Taxes or a right to a refund of Taxes relating to the Purchased Assets or the Business, (c) participating in or conducting any audit or other proceeding in respect of Taxes relating to the Purchased Assets or the Business, or (including a Contest)d) making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Business from the Purchaser. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by taxing Tax authorities. The Sellers Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient basis to all parties to provide explanations of any documents or information provided under this Section 7.057.01. Notwithstanding anything to the contrary in Section 6.025.01, the Sellers and Purchaser Seller shall each retain all Tax Returns, schedules and work papers papers, records and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of relevant to the Company and Purchased Assets or the Company Subsidiaries Business for any Tax Straddle Period that includes the date of the Closing and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or except to the extent notified by the Purchaser in writing of such extensions for the respective Tax periods and (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers or Purchaser Seller shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party Purchaser shall be given an the opportunity, after ninety (90) calendar days 30 days’ prior written notice, to remove and retain all or any part of such documents as such other party the Purchaser may select (at such other partythe Purchaser’s expense). Any information obtained under this Section 7.05 7.01 shall be kept confidentialconfidential in accordance with Section 5.03, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers and Purchaser shall parties hereto will provide each the other parties with such cooperation and information as either of them may be reasonably may request of the other (and Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) requested in filing any Tax Return, amended Tax Return or claim for refund, determining a any liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)relating to the Purchased Assets or the Business. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules and related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers and Purchaser shall Each of the parties will make themselves (and their respective employees) reasonably available available, on a mutually convenient basis basis, to provide explanations of any documents or information provided under this Section 7.055.08. Notwithstanding anything to Each of the contrary in Section 6.02, the Sellers and Purchaser shall each parties will retain all Tax Returns, schedules and work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of relevant to the Company and Purchased Assets or the Company Subsidiaries Business for any Tax Period that includes the date of taxable period first ending after the Closing and for all prior taxable periods (the “Tax Periods Documents”) until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions extensions, or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before any of the Sellers or Purchaser parties shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party parties shall be given an the opportunity, after ninety (90) calendar days 90 days’ prior written notice, to remove and retain all or any part of such documents as such other party parties may select (at such other party’s parties’ expense). In the event that a Seller is liquidated or otherwise ceases to be a going concern prior to the expiration of the period described in the second preceding sentence, such Seller shall offer the Purchaser the opportunity described in the preceding sentence (with 90 days’ prior written notice or such shorter period of notice as may be practicable) to remove and retain Tax Documents and such Seller may then dispose of any such documents not removed by Purchaser. If it is not practical to give the other party the right to retain Tax Documents, the other party may instead be given a reasonable opportunity to make copies, at its own expense of such Tax Documents. Any information obtained under this Section 7.05 5.08 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company Medvend Entities, and the Company Subsidiaries Medvend Holdings to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.056.04. Notwithstanding anything to the contrary in Section 6.02this Agreement, each of the Sellers and the Purchaser shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of any of the Company and the Company Subsidiaries Medvend Entities, or Medvend Holdings for any Tax Period taxable period that includes the date of the Closing and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers or the Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after ninety (90) calendar 90 days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 6.04 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding. Conveyance Taxes. The Sellers and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and each shall, to the extent possible, cause the Medvend Entities, Medvend Holdings, and any of their successors, to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 6.04. Any information obtained under this Section 6.04 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers Seller and the Purchaser shall will provide each other with such cooperation and information as either of them reasonably may request of the other (and Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in filing any Tax ReturnReturn (including, for the avoidance of doubt, any amended Tax Return Returns or claim claims for refund), determining a any liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)relating to the Purchased Assets or the Packaged Gas Business. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules and related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers Seller and the Purchaser shall will make themselves (and their respective employees) reasonably available available, on a mutually convenient basis basis, to provide explanations of any documents or information provided under this Section 7.057.18. Notwithstanding anything to Each of the contrary in Section 6.02, Seller and the Sellers and Purchaser shall each will retain all Tax Returns, schedules and work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of relevant to the Company and Purchased Assets or the Company Subsidiaries Packaged Gas Business for any Tax Period that includes the date of taxable period first ending after the Closing and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers or Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party Seller shall be given an the opportunity, after ninety (90) calendar days days' prior written notice, to remove and retain all or any part of such documents as such other party the Seller may select (at such other party’s expense)select. Any information obtained under this Section 7.05 7.18 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Company Subsidiaries Companies, as applicable, to provide such cooperation and information) in (a) filing any Tax Return, amended Tax Return or claim for refund, (b) determining a liability for Taxes or a right to a refund of Taxes or Taxes, (c) participating in or conducting any audit or other proceeding in respect of Taxes Taxes, or (including a Contest)d) making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets, the Business, the Companies from the Purchaser. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.056.06. Notwithstanding anything to the contrary in Section 6.02this Agreement, each of the Sellers and the Purchaser shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the Company and the Company Subsidiaries Companies for any Tax Period taxable period that includes the date of the Closing and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or and (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers or the Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after ninety (90) calendar 90 days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 6.06 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Company Subsidiaries Companies to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.05. Notwithstanding anything to the contrary in Section 6.025.02, each of the Sellers Seller and the Purchaser shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the either Company and the Company Subsidiaries for any Tax Period taxable period that includes the date of the Closing and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations (taking into account any extensions or waivers thereof) of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions relate or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers Seller or the Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after ninety (90) calendar 90 days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers Following the Closing, the Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, filing any Tax election, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities; provided that nothing herein shall require the Seller or its Affiliates to provide any consolidated, combined, unitary, or affiliated Tax Return including the Seller or its Affiliates or any supporting workpapers or other documentation. The Sellers Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.057.01. Notwithstanding anything to the contrary in Section 6.025.03, the Sellers Seller and the Purchaser shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the Company and the Company Subsidiaries for any Tax Period taxable period that includes the date of the Closing and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers or Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after ninety (90) calendar days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 7.01 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in (a) filing any Tax Return, amended Tax Return or claim for refund, (b) determining a liability for Taxes or a right to a refund of Taxes or Taxes, (c) participating in or conducting any audit or other proceeding in respect of Taxes Taxes, or (including a Contest)d) making representations to or furnishing information to parties subsequently desiring to purchase any part of the Assets, the Business or the Company from the Purchaser. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.056.06. Notwithstanding anything to the contrary in Section 6.025.02, each Seller and the Sellers and Purchaser shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the Company and the Company Subsidiaries for any Tax Period taxable period that includes the date of the Closing and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or extensions, and (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before any Seller or the Sellers or Purchaser shall dispose of any such documents in his, her or its possession (or in the possession of its Affiliates), the other party parties shall be given an opportunity, after ninety (90) calendar 90 days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s 's expense). Any information obtained under this Section 7.05 6.06 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (Taxes. For the avoidance of doubt, such cooperation shall include, without limitation, executing or signing any document related to Tax, including a Contest)any Tax Return, or granting power of attorney to the other party to execute or sign any such document. Such cooperation and information also shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities; provided, however, in no event shall Seller or its Affiliates be required to provide the Purchaser, the Company or any Subsidiary with access to or copies of the Seller’s or its Affiliates’ Tax Returns, related work papers or other documents other than portions thereof solely relating to the Business. The Sellers Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.05. Notwithstanding anything to the contrary in Section 6.025.02, each of the Sellers Seller and the Purchaser shall each retain all Tax ReturnsReturns of the Company and the Subsidiaries, and work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to such Tax matters of the Company and the Company Subsidiaries Returns for any Tax Period taxable period that includes the date of the Closing Date and for all prior Tax Periods taxable periods until the later of (ia) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers or Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after ninety (90) calendar days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.or

Tax Cooperation and Exchange of Information. The Sellers Sellers’ Representative and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company NPC and the Company its Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns of NPC and its Subsidiaries or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers Sellers’ Representative, NPC and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.058.04. Notwithstanding anything to the contrary in Section 6.02, each of the Sellers and the Purchaser shall each retain all of its respective Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the Company NPC and the Company any of its Subsidiaries for any Tax Period taxable period that includes the date of the Closing Date and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions extension or waivers thereof, or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers or the Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party Party shall be given an opportunity, after ninety (90) calendar days days’ prior written notice, to remove and retain all or any part of such documents as such other party Party may select (at such other partyParty’s expense). Any information obtained under this Section 7.05 8.04 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding. The Purchaser, Sellers’ Representative, NPC and its Subsidiaries further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby).

Tax Cooperation and Exchange of Information. The Sellers Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or Taxes, participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Business from the Purchaser. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by taxing Tax authorities. The Sellers Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient basis to both parties to provide explanations of any documents or information provided under this Section 7.055.11. Notwithstanding anything to Each of the contrary in Section 6.02, Seller and the Sellers and Purchaser shall each retain all Tax Returns, schedules and work papers papers, records and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of relevant to the Company and Purchased Assets or the Company Subsidiaries Business for any Tax Period that includes the date of each taxable period first ending after the Closing and for all prior Tax Periods taxable periods until the later of (ia) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods, or (iib) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers Seller or the Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an the opportunity, after ninety (90) calendar days 90 days' prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s 's expense). Any information obtained under this Section 7.05 5.11 shall be kept confidentialconfidential in accordance with Section 5.03, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers and the Purchaser shall will provide (and the Purchaser will cause Newco to provide) each other with such cooperation and information as either of them reasonably may request of the other (and Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a any liability for Taxes or a right to a refund of Taxes or participating in or conducting cond ucting any audit or other proceeding in respect of Taxes (including a Contest)relating to the Purchased Assets or the Business. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules and related work papers and documents relating to rulings or other determinations by taxing Taxing authorities. The Sellers and the Purchaser shall will make themselves (and their respective employeesemployees and employees of their respective Affiliates) reasonably available available, on a mutually convenient basis basis, to provide explanations of any documents or information provided under this Section 7.055.09. Notwithstanding anything to the contrary in Section 6.02, Each of the Sellers and the Purchaser shall each will retain (and the Purchaser will cause Newco to retain) all Tax Returns, schedules and work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of relevant to the Company and Purchased Assets or the Company Subsidiaries Business for any Tax Period that includes the date of taxable period first ending after the Closing and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods Taxable periods to which such Tax Returns and other documents relate, without regard to extensions extensions, or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the either Sellers or the Purchaser shall dispose (or, in the case of the Purchaser, permit Newco or its Affiliates to dispose) of any such documents in its their possession (or in the possession of its their Affiliates), the other party shall be given an the opportunity, after ninety (90) calendar days 90 days’ prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.Section

Tax Cooperation and Exchange of Information. The Sellers Upon the terms set forth in Section 5.02 of this Agreement, Seller and Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or Taxes, participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Business from Purchaser. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by taxing Tax authorities. The Sellers Seller and Purchaser shall make themselves (and their respective employeesemployees and their designated professionals) reasonably available on a basis mutually convenient basis to both parties to provide explanations of any documents or information provided under this Section 7.055.12. Notwithstanding anything to the contrary in Section 6.02, the Sellers Each of Seller and Purchaser shall each retain all Tax Returns, schedules and work papers papers, records and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of relevant to the Company and Purchased Assets or the Company Subsidiaries Business for any Tax Period that includes the date of each taxable period first ending after the Closing and for all prior Tax Periods taxable periods until the later of (ia) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods, or (iib) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers Seller or Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an the opportunity, after ninety (90) calendar days days’ prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 5.12 shall be kept confidentialconfidential in accordance with Section 5.03, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers and Purchaser shall parties hereto will provide each the other parties with such cooperation and information as either of them may be reasonably may request of the other (and Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) requested in filing any Tax Return, amended Tax Return or claim for refund, determining a any liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)relating to the Purchased Assets or the Business. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules and related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers and Purchaser shall Each of the parties will make themselves (and their respective employees) reasonably available available, on a mutually convenient basis basis, to provide explanations of any documents or information provided under this Section 7.055.06. Notwithstanding anything to Each of the contrary in Section 6.02, the Sellers and Purchaser shall each parties will retain all Tax Returns, schedules and work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of relevant to the Company and Purchased Assets or the Company Subsidiaries Business for any Tax Period that includes the date of taxable period first ending after the Closing and for all prior taxable periods (the “Tax Periods Documents”) until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions extensions, or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before any of the Sellers or Purchaser parties shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party parties shall be given an the opportunity, after ninety (90) calendar days 90 days’ prior written notice, to remove and retain all or any part of such documents as such other party parties may select (at such other party’s parties’ expense). In the event that a Seller is liquidated or otherwise ceases to be a going concern prior to the expiration of the period described in the second preceding sentence, such Seller shall offer the Purchaser the opportunity described in the preceding sentence (with 90 days’ prior written notice or such shorter period of notice as may be practicable) to remove and retain Tax Documents and such Seller may then dispose of any such documents not removed by Purchaser. If it is not practical to give the other party the right to retain Tax Documents, the other party may instead be given a reasonable opportunity to make copies, at its own expense of such Tax Documents. Any information obtained under this Section 7.05 5.06 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company Companies and the Company Subsidiaries to provide such cooperation and information) in (a) filing any Tax Return, amended Tax Return or claim for refund, (b) determining a liability for Taxes or a right to a refund of Taxes or Taxes, (c) participating in or conducting any audit or other proceeding in respect of Taxes Taxes, or (including a Contest)d) making representations to or furnishing information to parties subsequently desiring to purchase any part of the Assets, the Business or any Company or Subsidiary from the Purchaser. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.056.06. Notwithstanding anything to the contrary in Section 6.025.01, each Seller and the Sellers and Purchaser shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the Company Companies and the Company Subsidiaries for any Tax Period taxable period that includes the date of the Closing and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or extensions, and (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before any Seller or the Sellers or Purchaser shall dispose of any such documents in his, her or its possession (or in the possession of its Affiliates), the other party parties shall be given an opportunity, after ninety (90) calendar 90 days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 6.06 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (Taxes. For the avoidance of doubt, such cooperation shall include, without limitation, executing or signing any document related to Tax, including a Contest)any Tax Return, or granting power of attorney to the other party to execute or sign any such document. Such cooperation and information also shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities; provided, however, in no event shall Seller or its Affiliates be required to provide the Purchaser, the Company or any Subsidiary with access to or copies of the Seller’s or its Affiliates’ Tax Returns, related work papers or other documents other than portions thereof solely relating to the Business. The Sellers Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.05. Notwithstanding anything to the contrary in Section 6.025.02, each of the Sellers Seller and the Purchaser shall each retain all Tax ReturnsReturns of the Company and the Subsidiaries, and work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to such Tax matters of the Company and the Company Subsidiaries Returns for any Tax Period taxable period that includes the date of the Closing Date and for all prior Tax Periods taxable periods until the later of (ia) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (iib) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers Seller or the Purchaser shall dispose of any such Tax Returns and other documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after ninety (90) calendar 90 days prior written notice, to remove and retain all or any part of such Tax Returns and other documents as such other party may select (at such other party’s expense); provided that the Purchaser shall have no right to Tax Returns and related work papers of the Seller or of any of its Affiliates other than those pertaining to the Company or any Subsidiary. Any information obtained under this Section 7.05 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers Each of the Principal Stockholders and Purchaser Parent shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Purchaser Parent shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets, the Business, the Company or the Subsidiaries from Parent. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers Each Principal Stockholders and Purchaser Parent shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.057.06. Notwithstanding anything to the contrary in Section 6.025.02 hereto, each of the Sellers Principal Stockholders and Purchaser the Parent shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the Company and the Company Subsidiaries or any Subsidiary for any Tax Period taxable period that includes the date of the Closing and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers Principal Stockholders or Purchaser Parent shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after ninety (90) calendar 90 days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s 's expense). Any information obtained under this Section 7.05 7.06 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers Deep Down, Flotec and Purchaser the Company shall provide each other with such cooperation and information as either any of them reasonably may request of the other (and Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) others in filing any Tax Return, amended Tax Return or claim Claim for refund, determining a liability for Taxes or a right to a refund of Taxes or Taxes, participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Contributed Assets or the Business from the Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by taxing Tax authorities. The Sellers Deep Down, Flotec and Purchaser the Company shall make themselves (and their respective employees) reasonably available on a basis mutually convenient basis to all parties to provide explanations of any documents or information provided under this Section 7.056.07. Notwithstanding anything to Each of Deep Down, Flotec and the contrary in Section 6.02, the Sellers and Purchaser Company shall each retain all Tax Returns, schedules and work papers papers, records and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of relevant to the Company and Contributed Assets or the Company Subsidiaries Business for any Tax Period that includes the date of each taxable period first ending after the Closing and for all prior Tax Periods taxable periods until the later of (ia) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods, or (iib) six (6) years following the due date (without extension) for such Tax Returns. After such time, before Deep Down, Flotec or the Sellers or Purchaser Company shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an the opportunity, after ninety (90) calendar days 90 days’ prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 6.07 shall be kept confidentialconfidential in accordance with Section 6.03, except as may be otherwise necessary in connection with the filing of Tax Returns or claims Claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers Representative and Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Purchaser shall cause the Company and the Company Subsidiaries Acquired Companies to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing Tax authorities. The Sellers Representative and Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.057.5. Notwithstanding anything to the contrary in Section 6.02this Agreement, each of the Sellers Representative, Stockholders and Purchaser shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the Company and the Company Subsidiaries Acquired Companies for any Tax Period taxable period that includes the date of the Closing Date and for all prior Tax Periods taxable periods until the later of (ia) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (iib) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers Representative, Stockholders or Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party Party shall be given an opportunity, after ninety (90) calendar days days’ prior written notice, to remove and retain all or any part of such documents as such other party Party may select (at such other partyParty’s expense). Any information obtained under this Section 7.05 7.5 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers and Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Purchaser shall cause the Company Acquirer and the Company Subsidiaries R&A Shareholders agree to provide furnish or cause to be furnished to each other, upon request, as promptly as practicable, such cooperation information and informationassistance relating to R&A or RFS (including, without limitation, access to books and records, employees, contractors and representatives) in as is reasonably necessary for the filing any of all Tax ReturnReturns, amended Tax Return Returns or claim for refund, determining a liability the making of any election related to Taxes, the preparation for Taxes or a right to a refund and conduct of Taxes or participating in or conducting any audit by any taxing authority, and the prosecution or other defense of any claim, suit or proceeding in respect of Taxes (including a Contest)relating to any Tax Return. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by taxing authoritiesTax authorities at the sole cost of the requesting party. The Sellers If reasonably requested by the Acquirer and Purchaser at the Acquirer's sole expense, the CMR Representative shall make themselves (and their respective employees) reasonably himself available on a basis mutually convenient basis to both parties to provide explanations of any documents or information provided under this Section 7.05hereunder. Notwithstanding anything to The Acquirer and the contrary in Section 6.02, the Sellers and Purchaser R&A Shareholders shall each retain all Tax Returns, work papers books and all material records with respect to Taxes pertaining to R&A or other documents RFS in its their respective possession (or which shall include, in the case of the Acquirer, books and records in the possession of its AffiliatesR&A or RFS) relating to Tax matters of the Company and the Company Subsidiaries for any Tax Period that includes the date of the Closing and for all prior Tax Periods until the later of (i) the expiration of the statute of limitations of the Tax Periods Taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods prior to such expiration, or (ii) six (6) years following the due date (without extension) for such Tax Returns. After At the end of such timeperiod, before the Sellers or Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other each party shall be given an opportunity, after ninety (90) calendar provide the others with at least 10 days prior written noticenotice before destroying any such books and records, during which period the parties receiving such notice can elect to remove and retain all or any part take possession, at their own expense, of such documents as such books and records. The Acquirer and the R&A Shareholders shall cooperate with each other party may select (at such in the conduct of any audit or other party’s expense)proceeding related to Taxes involving R&A or RFS. Any information provided or obtained under this Section 7.05 9.3 shall be kept confidential, confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers and the Purchaser shall will provide each other with such cooperation and information as either of them reasonably may request of the other (and Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a any liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)relating to the Purchased Assets or the Business. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereofthereof primarily related to the Business or the Purchased Assets, together with accompanying schedules and related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers and the Purchaser shall will make themselves (and their respective employees) reasonably available available, on a mutually convenient basis basis, to provide explanations of any documents or information provided under this Section 7.05section. Notwithstanding anything to the contrary in Section 6.02, Each of the Sellers and the Purchaser shall each will retain all Tax Returns, schedules and work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of relevant to the Company and Purchased Assets or the Company Subsidiaries Business for any Tax Period that includes the date of taxable period first ending after the Closing and for all prior Tax Periods taxable periods until the later of (ia) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions extensions, or (iib) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers or the Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an the opportunity, after ninety (90) calendar days 90 days’ prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 section shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. (a) The Sellers and Purchaser shall parties hereto will provide each the other parties with such cooperation and information as either of them may be reasonably may request of the other (and Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) requested in filing any Tax Return, amended Tax Return or claim for refund, determining a any liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)relating to the Purchased Assets or the Business. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules and related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers and Purchaser shall Each of the parties will make themselves (and their respective employees) reasonably available available, on a mutually convenient basis basis, to provide explanations of any documents or information provided under this Section 7.055.10(a). Notwithstanding anything to Each of the contrary in Section 6.02, the Sellers and Purchaser shall each parties will retain all Tax Returns, schedules and work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of relevant to the Company and Purchased Assets or the Company Subsidiaries Business for any Tax Period that includes the date of taxable period first ending after the Closing and for all prior taxable periods (the “Tax Periods Documents”) until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions extensions, or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before any of the Sellers or Purchaser parties shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an the opportunity, after ninety (90) calendar days 90 days’ prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 In the event that a Seller is liquidated or otherwise ceases to be a going concern prior to the expiration of the period described in the second preceding sentence, such Seller shall be kept confidential, except offer the Purchaser the opportunity described in the preceding sentence (with 90 days’ prior written notice or such shorter period of notice as may be otherwise necessary in connection with practicable) to remove and retain Tax Documents and such Seller may then dispose of any such documents not removed by the filing of Tax Returns or claims for refund or in conducting an audit or other proceedingPurchaser.

Tax Cooperation and Exchange of Information. The Sellers Seller Parties and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Purchaser shall cause the Company and the Company Subsidiaries Acquired Companies to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents (to the extent in the relevant Party’s possession) relating to rulings or other determinations by taxing authoritiesGovernmental Authorities and executing or causing the execution of appropriate power(s) of attorney to allow the Seller Parties to control Tax-related audits, examinations or other proceedings as contemplated hereby; provided, however, that such cooperation shall not include providing copies of any Tax Returns of any Seller Parties. The Sellers Seller Parties and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.056.02. Notwithstanding anything to Each of the contrary in Section 6.02, Seller Parties and the Sellers and Purchaser shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the Company and the Company Subsidiaries Acquired Companies for any Tax Period taxable period that includes the date of the Closing and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers or Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after ninety (90) calendar days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 6.02 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Company Subsidiaries Acquired Companies to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.057.02. Notwithstanding anything to the contrary in Section 6.025.02, each of the Sellers Seller and the Purchaser shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the any Acquired Company and the Company Subsidiaries for any Tax Period taxable period that includes the date of the Closing and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers Seller or the Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after ninety (90) calendar days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 7.02 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or Taxes, participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets from the Purchaser. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by taxing Tax authorities. The Sellers Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient basis to both parties to provide explanations of any documents or information provided under this Section 7.057.01. Notwithstanding anything to Each of the contrary in Section 6.02, Seller and the Sellers and Purchaser shall each retain all Tax Returns, schedules and work papers papers, records and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of relevant to the Company and the Company Subsidiaries Purchased Assets for any Tax Period that includes the date of each taxable period first ending after the Closing and for all prior Tax Periods taxable periods until the later of (ia) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods, or (iib) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers Seller or the Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an the opportunity, after ninety (90) calendar days 90 days’ prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 7.01 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers Seller and Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Purchaser shall cause the Company AenP, TEC and the Company Subsidiaries Electroandes to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers Seller and Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.059.15. Notwithstanding anything to the contrary in Section 6.022.02, the Sellers each of AenP, TEC, Electroandes, Seller and Purchaser shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the Company and the Company Subsidiaries AenP, TEC or Electroandes for any Tax Period taxable period that includes the date of the Closing and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (ii) six (6) 6 years following the due date (without extension) for such Tax Returns. After such time, before the Sellers AenP, TEC, Electroandes Seller or Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party parties hereto shall be given an opportunity, after ninety (90) calendar 90 days prior written notice, to remove and retain all or any part of such documents as such any other party may select (at such other party’s expense)select. Any information obtained under this Section 7.05 9.15 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers and Purchaser shall parties hereto will provide each the other parties with such cooperation and information as either of them may be reasonably may request of the other (and Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) requested in filing any Tax Return, amended Tax Return or claim for refund, determining a any liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)relating to the Purchased Assets or the Business. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules and related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers and Purchaser shall Each of the parties will make themselves (and their respective employees) reasonably available available, on a mutually convenient basis basis, to provide explanations of any documents or information provided under this Section 7.055.15. Notwithstanding anything to Each of the contrary in Section 6.02, the Sellers and Purchaser shall each parties will retain all Tax Returns, schedules and work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of relevant to the Company and Purchased Assets or the Company Subsidiaries Business for any Tax Period that includes the date of taxable period first ending after the Closing and for all prior taxable periods (the “Tax Periods Documents”) until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions extensions, or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before any of the Sellers or Purchaser parties shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party parties shall be given an the opportunity, after ninety (90) calendar days 90 days’ prior written notice, to remove and retain all or any part of such documents as such other party parties may select (at such other party’s parties’ expense). In the event that a Seller is liquidated or otherwise ceases to be a going concern prior to the expiration of the period described in the second preceding sentence, such Seller shall offer the Purchaser the opportunity described in the preceding sentence (with 90 days’ prior written notice or such shorter period of notice as may be practicable) to remove and retain Tax Documents and such Seller may then dispose of any such documents not removed by Purchaser. If it is not practical to give the other party the right to retain Tax Documents, the other party may instead be given a reasonable opportunity to make copies, at its own expense of such Tax Documents. Any information obtained under this Section 7.05 5.15 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers Seller and the Purchaser shall provide each other other, the Purchaser shall cause each of its Subsidiaries to provide the Seller, and the Seller shall cause each of its Affiliates to provide the Purchaser, with such cooperation and information as either of them reasonably may request of the other (and Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes Taxes, obtaining the benefit of any Tax holiday, Tax concession or similar Tax benefit, or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)relating to the Transferred Assets, the Business or the Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authoritiesGovernmental Authorities. The Sellers Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.056.1. Notwithstanding anything to the contrary in Section 6.025.2, each of the Sellers Seller and its Affiliates and the Purchaser and its Subsidiaries shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) possession, including any electronic files, relating to Tax matters of relevant to the Transferred Assets, the Business or the Company and the Company Subsidiaries for any Tax Period taxable period that includes the date of the Closing Date and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relaterelate (including any extensions or waivers to such statute of limitations agreed to in writing with a Governmental Authority), without regard to extensions or (ii) six (6) years following the due filing date (without extension) for such Tax Returns. After such time, before the Sellers Seller or any of its Affiliates or the Purchaser or any of its Subsidiaries shall dispose of any such documents documentation in its possession (or in the possession of its Affiliates)possession, including electronic files, the other party shall be given an opportunity, after ninety (90) calendar days 90 days’ prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 6.1 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceedingproceeding with respect to Taxes.

Tax Cooperation and Exchange of Information. The Sellers Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Company Subsidiaries its Affiliates to provide such cooperation and information) in (a) filing any Tax Return, amended Tax Return or claim for refund, (b) determining a liability for Taxes or a right to a refund of Taxes or Taxes, (c) participating in or conducting any audit or other proceeding in respect of Taxes Taxes, or (including a Contest)d) making representations to or furnishing information to parties subsequently desiring to purchase any part of the Target Shares, the Assets, the Business, or Purchaser’s interest in any members of the Target Group from the Purchaser. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authoritiesTaxing Authorities. The Sellers Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.057.06. Notwithstanding anything to the contrary in Section 6.02, each of the Sellers Seller and the Purchaser shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of any member of the Company and the Company Subsidiaries Target Group for any Tax Period taxable period that includes the date of the Closing and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or and (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers Seller or the Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after ninety (90) calendar 90 days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 7.06 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Company Subsidiaries Groupe Modulo to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.058.05. Notwithstanding anything to the contrary in Section 6.02, each of the Sellers Seller and the Purchaser shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the Company and the Company Subsidiaries Groupe Modulo for any Tax Period taxable period that includes the date of the Closing and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers Seller or the Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after ninety (90) calendar 90 days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 8.05 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company Acquired Companies and the Company Subsidiaries to provide such cooperation and information) in (a) filing any Tax Return, amended Tax Return or claim for refund, (b) determining a liability for Taxes or a right to a refund of Taxes Taxes, or (c) participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereofthereof to the extent related to the Acquired Companies and the Subsidiaries, together with related work papers and documents relating to rulings or other determinations by taxing authoritiesGovernmental Authorities. The Sellers and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.057.06. Notwithstanding anything to the contrary in Section 6.025.02, each of the Sellers and the Purchaser shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the Company and the Company Subsidiaries Acquired Companies or any Subsidiary for any Tax Period taxable period that includes the date of the Closing Date and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or and (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers or the Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after ninety (90) calendar 90 days prior written notice, to remove and retain all or any part of such documents that relate solely to the Acquired Companies and the Subsidiaries as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 7.06 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceedinghandling a Tax Action.

Tax Cooperation and Exchange of Information. The Sellers Stockholders' Representative, Parent, Scimed and Purchaser the Bionics Trust shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Purchaser Parent shall cause the Company and the Company its Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers Stockholders' Representative, Parent, Scimed and Purchaser the Bionics Trust shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.056.01. Notwithstanding anything to the contrary in Section 6.02hereto, each of the Sellers Stockholders and Purchaser Parent shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliatesaffiliates) relating to Tax matters of the Company and the Company or its Subsidiaries for all taxable periods prior to the Effective Time and any Tax Period that includes taxable periods beginning before and ending after the date of the Closing and for all prior Tax Periods Effective Time until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, relate (without regard to extensions extensions) or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers or Purchaser applicable Stockholder shall dispose of any such documents in its possession (or in the possession of its Affiliatesaffiliates), the other party Parent shall be given an opportunity, after ninety (90) calendar days prior written notice, opportunity to remove and retain all or any part of such documents as such other party may select (at such other party’s its expense). Any information obtained under this Section 7.05 6.02 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets, the Business, the Company or the Company Subsidiaries from the Purchaser. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.057.06. Notwithstanding anything to the contrary in Section 6.025.02 hereto, each of the Sellers Seller and the Purchaser shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of relevant to the Purchased Assets, the Business, the Company and the or any Company Subsidiaries Subsidiary for any Tax Period taxable period that includes the date of the Closing Date and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers Seller or the Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after ninety (90) calendar 90 days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.05. Notwithstanding anything to the contrary in Section 6.025.02, each of the Sellers Seller and the Purchaser shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the Company and the Company Subsidiaries or any Subsidiary for any Tax Period taxable period that includes the date of the Closing Date and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers Seller or the Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after ninety (90) calendar days 90 days' prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s 's expense). Any information obtained under this Section 7.05 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company Companies and the Company Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a any Tax Contest). Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers and the Purchaser shall make themselves (and subject to Section 5.02, their respective employeesemployees and representatives) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.05. Notwithstanding anything to the contrary in Section 6.025.02, each of the Sellers and the Purchaser shall each retain all Tax Returns, work papers and all material records or other documents in its their possession (or in the possession of its their Affiliates) relating to Tax matters of the Company and the Company Subsidiaries Companies or any Subsidiary for any Tax Period taxable period that includes the date of the Closing and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers or the Purchaser shall dispose of any such documents in its their possession (or in the possession of its their Affiliates), the other party shall be given an opportunity, after ninety (90) calendar 90 days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Company Subsidiaries Learning Entities to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.05. Notwithstanding anything to the contrary in Section 6.025.02, each of the Sellers and the Purchaser shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of any Learning Entity or relating to the Company and the Company Subsidiaries Purchased Assets for any Tax Period taxable period that includes the date of the Closing Date and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers or the Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after ninety (90) calendar 90 days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in (a) filing any Tax Return, amended Tax Return or claim for refund, (b) determining a liability for Taxes or a right to a refund of Taxes or Taxes, (c) participating in or conducting any audit or other proceeding in respect of Taxes Taxes, or (including a Contest)d) making representations to or furnishing information to parties subsequently desiring to purchase any part of the Assets, the Business or the Company from the Purchaser. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.056.06. Notwithstanding anything to the contrary in Section 6.025.02, each Seller and the Sellers and Purchaser shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the Company and the Company Subsidiaries for any Tax Period taxable period that includes the date of the Closing and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or extensions, and (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before any Seller or the Sellers or Purchaser shall dispose of any such documents in his, her or its possession (or in the possession of its Affiliates), the other party parties shall be given an opportunity, after ninety (90) calendar 90 days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 6.06 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers Until Purchaser files its Tax Returns for fiscal year 2010, assuming that Purchaser complies with all applicable filing deadlines in connection with such filing, the Seller and the Purchaser shall will provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a any liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)relating to the Purchased Assets or the Business. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules and related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers Seller and the Purchaser shall will make themselves (and their respective employees) reasonably available available, on a mutually convenient basis basis, to provide explanations of any documents or information provided under this Section 7.055.05. Notwithstanding anything to Each of the contrary in Section 6.02, Seller and the Sellers and Purchaser shall each will retain all Tax Returns, schedules and work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of relevant to the Company and Purchased Assets or the Company Subsidiaries Business for any Tax Period that includes the date of taxable period first ending after the Closing and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions extensions, or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers Seller or the Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an the opportunity, after ninety (90) calendar days 90 days’ prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 5.09 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. (a) The Sellers Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in preparing and filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. To the extent reasonably requested by the Seller, the Purchaser shall authorize (or cause the Company and the Company Subsidiaries to authorize) by appropriate powers of attorney such Persons that the Seller shall designate to represent the Company or the Company Subsidiary in connection with a Contest relating to Taxes that is controlled by the Seller. The Sellers Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis during regular business hours to provide explanations of any documents or information provided under this Section 7.05. Notwithstanding anything to the contrary in Section 6.025.02, each of the Sellers Seller and the Purchaser shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the Company and the or any Company Subsidiaries Subsidiary for any Tax Period taxable period that includes the date of the Closing and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers Seller or the Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after ninety (90) calendar days days, prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers Seller and Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest). Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authoritiesTaxing Authorities. The Sellers Seller and Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.05. Notwithstanding anything to the contrary in Section 6.02, the Sellers Seller and Purchaser shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the Company and the Company Subsidiaries for any Tax Period taxable period that includes the date of the Closing Date and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers Seller or Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after ninety (90) calendar days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.. Section 7.06

Tax Cooperation and Exchange of Information. The Sellers Seller and each Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Purchaser the Purchasers shall cause the Company and the Company Subsidiaries Companies to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers Seller and Purchaser the Purchasers shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.05. Notwithstanding anything to the contrary in Section 6.025.02, each of the Sellers Seller and Purchaser the Purchasers shall each retain all Tax Returns, work papers and all material records or other documents in its possession or under its control (or in the possession or under the control of its Affiliates) relating to Tax matters of any of the Company and the Company Subsidiaries Companies for any Tax Period taxable period that includes the date of the Closing and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers Seller or Purchaser the Purchasers shall dispose of any such documents in its their possession or under their control (or in the possession or under the control of its their Affiliates), the other party shall be given an opportunity, after ninety (90) calendar days days’ prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in (a) filing any Tax Return, amended Tax Return or claim for refund, (b) determining a liability for Taxes or a right to a refund of Taxes or Taxes, (c) participating in or conducting any audit or other proceeding in respect of Taxes Taxes, or (including a Contest)d) furnishing information to parties subsequently desiring to purchase any part of the Assets, the Business, the Company or the Subsidiaries from the Purchaser. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.058.06. Notwithstanding anything to the contrary in Section 6.02this Agreement, each of the Sellers and the Purchaser shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the Company and the Company Subsidiaries or any Subsidiary for any Tax Period taxable period that includes the date of the Closing Date and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or and (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers or the Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after ninety (90) calendar 90 days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 8.06 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Following the Closing, the Sellers and the Purchaser shall provide each other with such cooperation and information as either of them may reasonably may request of the other (and the Purchaser shall cause the Company Companies and the Company Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers and Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.05. Notwithstanding anything to the contrary in Section 6.025.02, each of the Sellers and the Purchaser shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the Company Companies and the Company Subsidiaries for any Tax Taxable Period that includes the date of the Closing Date and for all prior Tax Taxable Periods until the later of (ia) the expiration of the statute of limitations of the Tax Taxable Periods to which such Tax Returns and other documents relate, without regard to extensions or (iib) six (6) years following the due date (without extension) for such Tax Returns. After such time, before any of the Sellers Sellers, on the one hand, or Purchaser the Purchaser, on the other hand, shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party or parties hereto, as the case may be, shall be given an opportunity, after ninety (90) calendar days prior written notice, to remove and retain all or any part of such documents as such other party or parties may select (at such other party’s or parties’ expense). Any Notwithstanding the foregoing, the Sellers shall not be required to deliver any such documents that relate to any Consolidated Tax Return with respect to any Pre-Closing Tax Period. The terms of Section 5.03 shall apply to all information obtained under this Section 7.05 shall be kept confidential7.05, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers Seller and the Purchaser shall provide each other other, and the Purchaser shall cause each Purchaser Entity to provide the Seller, with such cooperation and information as either of them reasonably may NYDOCS02/1012922.1 EXECUTION COPY request of the other (and Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)relating to the Transferred Assets or the Business. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.05. Notwithstanding anything to the contrary in Section 6.025.02, each of the Sellers Seller and the Purchaser shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of relevant to the Company and Transferred Assets or the Company Subsidiaries Business for any Tax Period taxable period that includes the date of the Closing Date and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers Seller or the Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after ninety (90) calendar days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)Taxes. Such cooperation and information shall include (upon the other party’s reasonable request) providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authoritiesthe applicable Governmental Authorities. The Sellers Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.05. Notwithstanding anything to the contrary in Section 6.025.02, each of the Sellers Seller and the Purchaser shall each retain all Tax Returns, schedules and work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the Company and the Company Subsidiaries or any Subsidiary for any Tax Period taxable period that includes the date of the Closing and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers Seller or the Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after ninety (90) calendar 90 days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers Following the Closing, the Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided made available under this Section 7.05. Notwithstanding anything to the contrary in Section 6.025.02, each of the Sellers Seller and the Purchaser shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the Company and the Company Subsidiaries for any Tax Taxable Period that includes the date of the Closing Date and for all prior Tax Taxable Periods until the later of (i) the expiration of the statute of limitations of the Tax Taxable Periods to which such Tax Returns and other documents relate, without regard to extensions extensions; or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers Seller or the Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after ninety (90) calendar days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any The terms of the Confidentiality Agreement shall apply to all information obtained under this Section 7.05 shall be kept confidential7.05, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.