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

Tax Cooperation and Exchange of Information. Parent and Master LLC shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC shall cause the 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. 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. Parent, Master LLC and the Companies 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 7.03. Notwithstanding anything to the contrary in Section 5.02 of the GA Merger Agreement, each of Parent and Master LLC shall 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 Companies for any taxable period that includes the date of the Closing and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the 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) the such Tax Returns. After such time, before Parent or Master LLC 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 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 7.03 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. Parent The Seller and Master LLC the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in (and Master LLC shall cause the Companies 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 TaxesTaxes relating to the Purchased Assets or the Business, or (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. Parent, Master LLC The Seller and the Companies 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 7.037.01. Notwithstanding anything to the contrary in Section 5.02 of 5.01, the GA Merger Agreement, each of Parent and Master LLC Seller shall 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 Companies Purchased Assets or the Business for any taxable period that includes the date of the Closing Straddle Period and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent or Master LLC the 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 90 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 7.03 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. Parent The Seller and Master LLC the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC the Purchaser shall cause the Companies 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, or (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. Parent, Master LLC The Seller and the Companies 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 7.037.06. Notwithstanding anything to the contrary in Section 5.02 of the GA Merger Agreement6.02, each of Parent the Seller and Master LLC the Purchaser shall 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 Companies Target Group for any taxable period that includes the date of the Closing and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent the Seller or Master LLC 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 90 ninety (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 7.03 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. Parent The Seller and Master LLC the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC shall cause the 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 Taxes, participating in or conducting any audit or other proceeding in respect of TaxesTaxes 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. Parent, Master LLC The Seller and the Companies 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 7.035.09. Notwithstanding anything to the contrary in Section 5.02 Each of the GA Merger Agreement, each of Parent Seller and Master LLC the Purchaser shall 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 Companies Purchased Assets or the Purchased Business for any each taxable period that includes the date of first ending after the Closing and for all prior 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 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 the respective Tax Returnsperiods. After such time, before Parent or Master LLC shall dispose of In the 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 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 7.03 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. Parent From and Master LLC after the Closing, the Sellers and the Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC the Buyer shall cause the 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 Taxestaxes, or (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. Parent, Master LLC The Sellers and the Companies 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 7.039.03. Notwithstanding anything to the contrary in Section 5.02 of the GA Merger this Agreement, each of Parent the Sellers and Master LLC the Buyer shall 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 Companies for any taxable period that includes the date of the Closing Date and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent the Sellers or Master LLC 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 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 7.03 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. Parent and Master LLC shall The 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 Master LLC shall cause the Companies 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 TaxesTaxes 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. Parent, Master LLC and Each of the Companies shall 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 7.035.08. Notwithstanding anything to the contrary in Section 5.02 Each of the GA Merger Agreement, each of Parent and Master LLC shall 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 Companies Purchased Assets or the Business for any the taxable period that includes the date of first ending after the Closing and for all prior taxable periods (the “Tax Documents”) until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent or Master LLC any of the 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 90 days 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 7.03 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. Parent Upon the terms set forth in Section 5.02 of this Agreement, the Seller and Master LLC the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC shall cause the 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 Taxes, 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 accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by taxing Tax authorities. Parent, Master LLC The Seller and the Companies 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 7.035.14. Notwithstanding anything to the contrary in Section 5.02 Each of the GA Merger Agreement, each of Parent Seller and Master LLC the Purchaser shall 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 Companies Purchased Assets or the Business for any each taxable period that includes the date of first ending after the Closing and for all prior taxable periods until the later of (ia) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent the Seller or Master LLC 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 90 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 7.03 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. Parent and Master LLC shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC shall cause the 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. 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. Parent, Master LLC and the Companies 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 7.037.05. Notwithstanding anything to the contrary in Section 5.02 of the GA Merger Agreement5.02, each of Parent and Master LLC shall 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 Companies for any taxable period that includes the date of the Closing and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent or Master LLC 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 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 7.03 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. Parent The Seller and Master LLC the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC the Purchaser shall cause the Companies 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. 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. Parent, Master LLC The Seller and the Companies 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 7.037.05. Notwithstanding anything to the contrary in Section 5.02 of the GA Merger Agreement5.02, each of Parent the Seller and Master LLC the Purchaser shall 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 Companies any Xxxxxx Entity for any taxable period that includes the date of the Closing Date and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent the Seller or Master LLC 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 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 7.03 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. Parent BSC and Master LLC shall the Purchaser will provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC shall cause the Companies 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 TaxesTaxes 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. Parent, Master LLC BSC and the Companies shall Purchaser 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 7.035.14. Notwithstanding anything to Each of BSC and the contrary in Section 5.02 of the GA Merger Agreement, each of Parent and Master LLC shall Purchaser 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 Companies Purchased Assets for any the taxable period that includes the date of first ending after the Closing and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent BSC or Master LLC 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 90 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 7.03 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. Parent Following the Closing, the Seller and Master LLC the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC the Purchaser shall cause the Companies Company 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. Parent, Master LLC The Seller and the Companies 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 7.037.05. Notwithstanding anything to the contrary in Section 5.02 of the GA Merger Agreement5.02, each of Parent the Seller and Master LLC the Purchaser shall 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 Companies Company for any taxable period Taxable Period that includes the date of the Closing Date and for all prior taxable periods Taxable Periods until the later of (i) the expiration of the statute of limitations of the taxable 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) the for such Tax Returns. After such time, before Parent the Seller or Master LLC 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 90 ninety (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 The terms of the Confidentiality Agreement shall apply to all information obtained under this Section 7.03 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. Parent and Master LLC The Parties shall provide each other with such cooperation and information as either each of them reasonably may request of the other (and Master LLC Purchaser shall cause the Companies Smart Shirts 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. 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. Parent, Master LLC and the Companies The Parties 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 7.036.15. Notwithstanding anything to the contrary in Section 5.02 of the GA Merger Agreement6.02, each of Parent and Master LLC the Parties shall 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 Companies Smart Shirts Entities for any taxable period that includes the date of the Closing and for all prior taxable periods until the later of (ia) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent or Master LLC the Parties 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 90 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 7.03 6.15 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. Notwithstanding the foregoing in Section 6.15, none of the Parties shall be required to disclose any information if such disclosure would, in such Party’s reasonable determination, contravene any applicable Laws.

Tax Cooperation and Exchange of Information. Parent The Seller and Master LLC the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC the Purchaser shall cause the Companies Xxxxxx Group to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability 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 authoritiesthe applicable Governmental Authorities. Parent, Master LLC The Seller and the Companies Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis during normal business hours to provide explanations of any documents or information provided under this Section 7.037.06. Notwithstanding anything to the contrary in Section 5.02 Each of the GA Merger Agreement, each of Parent Seller and Master LLC the Purchaser shall 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 Companies Xxxxxx Group for any taxable period that includes the date of the Closing Date and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent the Seller or Master LLC 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 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 7.03 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. Parent The Seller and Master LLC the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC the Purchaser shall cause the Companies 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. 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. Parent, Master LLC The Seller and the Companies 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 7.038.05. Notwithstanding anything to the contrary in Section 5.02 of the GA Merger Agreement6.02, each of Parent the Seller and Master LLC the Purchaser shall 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 Companies Groupe Modulo for any taxable period that includes the date of the Closing and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent the Seller or Master LLC 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 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 7.03 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. Parent 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 Master LLC shall the Purchaser will provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC the Purchaser shall cause the Companies Company and the 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 TaxesTaxes 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. Parent, Master LLC The Seller and the Companies shall Purchaser 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 7.035.05. Notwithstanding anything to the contrary in Section 5.02 Each of the GA Merger Agreement, each of Parent Seller and Master LLC shall the Purchaser 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 Companies Purchased Assets or the Business for any the taxable period that includes the date of first ending after the Closing and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent the Seller or Master LLC 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 90 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 7.03 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. Each of the Principal Stockholders and Parent and Master LLC shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC Parent shall cause the Companies Company and the 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 TaxesTaxes 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. Parent, Master LLC Each Principal Stockholders and the Companies 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 7.037.06. Notwithstanding anything to the contrary in Section 5.02 of the GA Merger Agreementhereto, each of the Principal Stockholders and the Parent and Master LLC shall 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 Companies Company or any Subsidiary for any taxable period that includes the date of the Closing and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before the Principal Stockholders or Parent or Master LLC 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 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 7.03 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. Parent The Representative and Master LLC Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC Purchaser shall cause the 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. 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. Parent, Master LLC The Representative and the Companies 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 7.037.5. Notwithstanding anything to the contrary in Section 5.02 of the GA Merger this Agreement, each of Parent the Representative, Stockholders and Master LLC Purchaser shall 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 Acquired Companies for any taxable period that includes the date of the Closing Date and for all prior taxable periods until the later of (ia) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent the Representative, Stockholders or Master LLC 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 90 days ninety (90) 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 7.03 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. Parent The Seller and Master LLC the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC the Purchaser shall cause the 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. 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. Parent, Master LLC The Seller and the Companies 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 7.037.05. Notwithstanding anything to the contrary in Section 5.02 of the GA Merger Agreement5.02, each of Parent the Seller and Master LLC the Purchaser shall 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 Companies for any taxable period that includes the date of the Closing and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent the Seller or Master LLC 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 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 7.03 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. Parent Upon the terms set forth in Section 5.02 of this Agreement, Seller and Master LLC Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC shall cause the 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 Taxes, participating in or conducting any audit or other proceeding in respect of TaxesTaxes 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. Parent, Master LLC Seller and the Companies 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 7.035.12. Notwithstanding anything to the contrary in Section 5.02 Each of the GA Merger Agreement, each of Parent Seller and Master LLC Purchaser shall 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 Companies Purchased Assets or the Business for any each taxable period that includes the date of first ending after the Closing and for all prior taxable periods until the later of (ia) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent Seller or Master LLC 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 90 days ninety (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 7.03 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. Parent The Seller and Master LLC the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC the Purchaser shall cause the Companies Company and the 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. 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. Parent, Master LLC The Seller and the Companies 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 7.037.05. Notwithstanding anything to the contrary in Section 5.02 of the GA Merger Agreement5.02, each of Parent the Seller and Master LLC the Purchaser shall 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 Companies Company or any Subsidiary for any taxable period that includes the date of the Closing Date and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent the Seller or Master LLC 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 90 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 's expense). Any information obtained under this Section 7.03 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. Parent and Master LLC The parties hereto shall provide each other one another with such cooperation and information as either any of them reasonably may request of the other other(s) (and Master LLC the Purchaser shall cause the Companies Scout Group to provide such cooperation and information) in filing any Tax Return, amended Tax Return Return, or claim for refund, determining a liability 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. 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. Parent, Master LLC and the Companies The parties hereto 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 7.036.02. Notwithstanding anything to the contrary in Section 5.02 Each of the GA Merger Agreement, each of Parent and Master LLC parties hereto shall 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 Companies Scout Group for any taxable period that includes the date of the Closing Date and for all prior taxable periods until the later of of: (ia) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent or Master LLC either party hereto shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party hereto shall be given an opportunity, after 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 7.03 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. Parent The Seller and Master LLC the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC the Purchaser shall cause the 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. 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. Parent, Master LLC The Seller and the Companies 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 7.037.05. Notwithstanding anything to the contrary in Section 5.02 of the GA Merger Agreement5.02, each of Parent the Seller and Master LLC the Purchaser shall 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 Companies either Company for any taxable period that includes the date of the Closing and for all prior taxable periods until the later of (i) the expiration of the statute of limitations (taking into account any extensions or waivers thereof) of the 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) the for such Tax Returns. After such time, before Parent the Seller or Master LLC 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 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 7.03 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. Parent Following the Closing, the Sellers and Master LLC the Purchaser shall provide each other with such cooperation and information as either of them may reasonably may request of the other (and Master LLC the Purchaser shall cause the 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. 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. Parent, Master LLC and the Companies 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 7.03. Notwithstanding anything to the contrary in Section 5.02 of the GA Merger Agreement5.02, each of Parent the Sellers and Master LLC the Purchaser shall 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 Companies and the Company Subsidiaries for any taxable period Taxable Period that includes the date of the Closing Date and for all prior taxable periods Taxable Periods until the later of (ia) the expiration of the statute of limitations of the taxable 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) the for such Tax Returns. After such time, before Parent any of the Sellers, on the one hand, or Master LLC 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 90 ninety (90) 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 7.03 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. Parent The Sellers and Master LLC the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC the Purchaser shall cause the Acquired Companies and the 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. 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. Parent, Master LLC The Sellers and the Companies 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 7.037.06. Notwithstanding anything to the contrary in Section 5.02 of the GA Merger Agreement5.02, each of Parent the Sellers and Master LLC the Purchaser shall 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 Acquired Companies or any Subsidiary for any taxable period that includes the date of the Closing Date and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent the Sellers or Master LLC 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 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 7.03 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. Parent The Seller and Master LLC the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC the Purchaser shall cause the Companies Company and the 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. 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. Parent, Master LLC The Seller and the Companies 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 7.037.05. Notwithstanding anything to the contrary in Section 5.02 of the GA Merger Agreement5.02, each of Parent the Seller and Master LLC the Purchaser shall 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 Companies Company or any Subsidiary for any taxable period that includes the date of the Closing and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent the Seller or Master LLC 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 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 7.03 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. Parent The Sellers and Master LLC the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC the Purchaser shall cause the Companies 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, or (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. Parent, Master LLC The Sellers and the Companies 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 7.036.06. Notwithstanding anything to the contrary in Section 5.02 of the GA Merger this Agreement, each of Parent the Sellers and Master LLC the Purchaser shall 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 Companies for any taxable period that includes the date of the Closing and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent the Sellers or Master LLC 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 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 7.03 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. Parent The Stockholders' Representative, Parent, Scimed and Master LLC the Bionics Trust shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC Parent shall cause the Companies Company and 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. 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 Stockholders' Representative, Parent, Master LLC Scimed and the Companies 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 7.036.01. Notwithstanding anything to the contrary in Section 5.02 of the GA Merger Agreementhereto, each of the Stockholders and Parent and Master LLC shall 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 Companies Company or its Subsidiaries for all taxable periods prior to the Effective Time and any taxable period that includes periods beginning before and ending after the date of the Closing and for all prior taxable periods Effective Time until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent or Master LLC the 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 90 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 7.03 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. Parent The Sellers and Master LLC the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC the Purchaser shall cause the Companies and the 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, or (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. Parent, Master LLC The Sellers and the Companies 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 7.036.06. Notwithstanding anything to the contrary in Section 5.02 of the GA Merger Agreement5.01, each of Parent Seller and Master LLC the Purchaser shall 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 Companies and the Subsidiaries for any taxable period that includes the date of the Closing and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent any Seller or Master LLC the 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 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 7.03 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. Parent The Sellers’ Representative and Master LLC the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC the Purchaser shall cause the Companies NPC and 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. 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. ParentThe Sellers’ Representative, Master LLC NPC and the Companies 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 7.038.04. Notwithstanding anything to the contrary in Section 5.02 of the GA Merger Agreement6.02, each of Parent the Sellers and Master LLC the Purchaser shall 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 Companies NPC and any of its Subsidiaries for any taxable period that includes the date of the Closing Date and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent the Sellers or Master LLC 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 90 days ninety (90) 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 7.03 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. Parent and Master LLC shall (a) The 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 Master LLC shall cause the Companies 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 TaxesTaxes 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. Parent, Master LLC and Each of the Companies shall 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 7.035.10(a). Notwithstanding anything to the contrary in Section 5.02 Each of the GA Merger Agreement, each of Parent and Master LLC shall 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 Companies Purchased Assets or the Business for any the taxable period that includes the date of first ending after the Closing and for all prior taxable periods (the “Tax Documents”) until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent or Master LLC any of the 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 90 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 7.03 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 Purchaser. (b) The Sellers shall not take any actions (including, but not limited to, filing of any Tax Returns Return or claims for refund or in conducting an amended Tax Return, responding to any audit or other proceedinginquiry by a taxing authority, or settling or compromising any controversy with a taxing authority) that could affect the Tax Liability of the Purchaser or any of its Affiliates without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld or delayed.

Tax Cooperation and Exchange of Information. Parent The Seller and Master LLC the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC shall cause the 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 Taxes, participating in or conducting any audit or other proceeding in respect of TaxesTaxes 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. Parent, Master LLC The Seller and the Companies 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 7.035.11. Notwithstanding anything to the contrary in Section 5.02 Each of the GA Merger Agreement, each of Parent Seller and Master LLC the Purchaser shall 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 Companies Purchased Assets or the Business for any each taxable period that includes the date of first ending after the Closing and for all prior taxable periods until the later of (ia) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent the Seller or Master LLC 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 90 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 's expense). Any information obtained under this Section 7.03 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. Parent (a) The Seller and Master LLC the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC the Purchaser shall cause the Companies 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. 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. ParentTo the extent reasonably requested by the Seller, Master LLC the Purchaser shall authorize (or cause the Company and the Companies 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 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 7.037.05. Notwithstanding anything to the contrary in Section 5.02 of the GA Merger Agreement5.02, each of Parent the Seller and Master LLC the Purchaser shall 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 Companies Company or any Company Subsidiary for any taxable period that includes the date of the Closing and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent the Seller or Master LLC 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 90 days ninety (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 7.03 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. (b) With respect to any dispute or disagreement between the Seller and the Purchaser relating to Taxes, the parties shall cooperate in good faith to resolve such dispute between them; but if the parties are unable to resolve such dispute, the Seller and the Purchaser shall submit the dispute to the CPA Firm for resolution, which resolution shall be, absent manifest error, final, conclusive and binding on the parties. Notwithstanding anything in this Agreement to the contrary, the fees and expenses relating to any dispute as to the amount of Taxes owed by either of the Parties shall be paid by the Seller, on the one hand, and the Purchaser, on the other hand, in proportion to each party’s respective liability for the portion of the Taxes in dispute, as determined by the CPA Firm.

Tax Cooperation and Exchange of Information. Parent The Seller and Master LLC 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 Master LLC shall cause the 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 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 TaxesTaxes 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. Parent, Master LLC The Seller and the Companies 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 7.036.1. Notwithstanding anything to the contrary in Section 5.02 of the GA Merger Agreement5.2, each of Parent the Seller and Master LLC its Affiliates and the Purchaser and its Subsidiaries shall 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 Companies Transferred Assets, the Business or the Company for any taxable period that includes the date of the Closing Date and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent the Seller or Master LLC 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 90 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 7.03 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. Parent Seller and Master LLC Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC Purchaser shall cause the Companies AenP, TEC and 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. 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. Parent, Master LLC Seller and the Companies 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 7.039.15. Notwithstanding anything to the contrary in Section 5.02 of the GA Merger Agreement2.02, each of Parent AenP, TEC, Electroandes, Seller and Master LLC Purchaser shall 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 Companies AenP, TEC or Electroandes for any taxable period that includes the date of the Closing and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent AenP, TEC, Electroandes Seller or Master LLC 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 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 7.03 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. Parent AAAMHI and Master LLC Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC Purchaser shall cause the Companies Business 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 TaxesTaxes with respect to the Acquired Assets. 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. Parent, Master LLC Sellers and the Companies 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 7.036.1. Notwithstanding anything to the contrary in Section 5.02 Each of the GA Merger Agreement, each of Parent Sellers and Master LLC Purchaser shall 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 Companies Business for any taxable period that includes the date of the Closing Date and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent Sellers or Master LLC Purchaser shall dispose of any such documents in their or its possession (or in the possession of their or its Affiliates), the other party Party shall be given an opportunity, after 90 days ninety (90) 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 7.03 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 proceeding.

Tax Cooperation and Exchange of Information. Parent The Sellers and Master LLC the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC the Purchaser shall cause the Companies Company and the 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, or (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. Parent, Master LLC The Sellers and the Companies 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 7.038.06. Notwithstanding anything to the contrary in Section 5.02 of the GA Merger this Agreement, each of Parent the Sellers and Master LLC the Purchaser shall 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 Companies Company or any Subsidiary for any taxable period that includes the date of the Closing Date and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent the Sellers or Master LLC 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 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 7.03 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. Parent The Seller and Master LLC the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC the Purchaser shall cause the Companies 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 TaxesTaxes 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. Parent, Master LLC The Seller and the Companies 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 7.037.06. Notwithstanding anything to the contrary in Section 5.02 of the GA Merger Agreementhereto, each of Parent the Seller and Master LLC the Purchaser shall 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 Companies Purchased Assets, the Business, the Company or any Company Subsidiary for any taxable period that includes the date of the Closing Date and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent the Seller or Master LLC 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 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 7.03 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. Parent After the Closing Date, Seller and Master LLC Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC shall cause the 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 Taxes, participating in or conducting any audit or other proceeding in respect of TaxesTaxes or effectuating the terms of this Agreement. 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. Parent, Master LLC Seller and the Companies 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 7.036.11. Notwithstanding anything to the contrary in Section 5.02 of the GA Merger Agreement, each of Parent and Master LLC The parties shall retain all Tax Returns, schedules and work papers papers, and all material records or and other documents in its possession (or in relating thereto with respect to the possession of its Affiliates) relating to Tax matters of the Companies for any taxable period that includes the date of the Closing and for all prior taxable periods Purchased Assets, until the later of (i) the expiration of the statute of limitations of (and, to the extent notified by any party, any extensions thereof) with respect to the taxable periods years to which such Tax Returns and other documents relaterelate and, without regard to extensions or (ii) six (6) years following the due date (without extension) the unless such Tax Returns. After such timeReturns and other documents are offered and delivered to Seller or Purchaser, before Parent or Master LLC shall dispose as applicable, until the final determination of any Tax in respect of such documents years. Notwithstanding the foregoing, no party shall be unreasonably required to prepare any document, or determine any information, not then in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after 90 days prior written notice, response to remove and retain all or any part of such documents as such other party may select (at such other party’s expense)a request under this Section 6.11. Any information obtained under this Section 7.03 6.11 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. Parent The Sellers and Master LLC the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC the Purchaser shall cause the Companies Company 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, or (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. Parent, Master LLC The Sellers and the Companies 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 7.036.06. Notwithstanding anything to the contrary in Section 5.02 of the GA Merger Agreement5.02, each of Parent Seller and Master LLC the Purchaser shall 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 Companies Company for any taxable period that includes the date of the Closing and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent any Seller or Master LLC the 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 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 7.03 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. Parent The Parent, Seller and Master LLC the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC the Purchaser shall cause the 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. 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. Parent, Master LLC The Parent and the Companies 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 7.037.06. Notwithstanding anything to the contrary in Section 5.02 of the GA Merger Agreement5.02, each of the Parent and Master LLC the Purchaser shall 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 Acquired Companies for any taxable period that includes the date of the Closing Date and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before the Parent or Master LLC 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 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 7.03 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. Parent Seller and Master LLC Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC Buyer shall cause the 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. 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 authoritiesthe applicable Governmental Authorities. Parent, Master LLC Seller and the Companies Buyer 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 7.038.6. Notwithstanding anything to the contrary in Section 5.02 Each of the GA Merger Agreement, each of Parent Seller and Master LLC Buyer shall 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 Acquired Companies for any taxable period that includes the date of the Closing Date and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent Seller or Master LLC 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 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 7.03 8.6 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. Parent and Master LLC shall The 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 Master LLC shall cause the Companies 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 TaxesTaxes 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. Parent, Master LLC and Each of the Companies shall 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 7.035.15. Notwithstanding anything to the contrary in Section 5.02 Each of the GA Merger Agreement, each of Parent and Master LLC shall 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 Companies Purchased Assets or the Business for any the taxable period that includes the date of first ending after the Closing and for all prior taxable periods (the “Tax Documents”) until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent or Master LLC any of the 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 90 days 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 7.03 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. Parent and Master LLC shall The 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 Master LLC shall cause the Companies 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 TaxesTaxes 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. Parent, Master LLC and Each of the Companies shall 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 7.035.06. Notwithstanding anything to the contrary in Section 5.02 Each of the GA Merger Agreement, each of Parent and Master LLC shall 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 Companies Purchased Assets or the Business for any the taxable period that includes the date of first ending after the Closing and for all prior taxable periods (the “Tax Documents”) until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent or Master LLC any of the 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 90 days 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 7.03 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. Parent and Master LLC shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC shall cause the 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. 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. Parent, Parent and Master LLC and the Companies 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 7.037.05. Notwithstanding anything to the contrary in Section 5.02 of the GA Merger Agreement5.02, each of Parent and Master LLC shall 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 Companies for any taxable period that includes the date of the Closing and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent or Master LLC 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 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 7.03 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. Parent The Seller and Master LLC the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC the Purchaser shall cause the 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. 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. Parent, Master LLC The Seller and the Companies 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 7.037.02. Notwithstanding anything to the contrary in Section 5.02 of the GA Merger Agreement5.02, each of Parent the Seller and Master LLC the Purchaser shall 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 Companies any Acquired Company for any taxable period that includes the date of the Closing and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent the Seller or Master LLC 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 90 ninety (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 7.03 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. Parent The Seller Parties and Master LLC the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC shall cause the 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. 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. Parent, Master LLC The Seller Parties and the Companies 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 7.036.02. Notwithstanding anything to the contrary in Section 5.02 Each of the GA Merger Agreement, each of Parent Seller Parties and Master LLC the Purchaser shall 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 Acquired Companies for any taxable period that includes the date of the Closing and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent or Master LLC 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 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 7.03 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. Parent The Sellers and Master LLC the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC the Purchaser shall cause the Companies Company 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, or (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. Parent, Master LLC The Sellers and the Companies 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 7.036.06. Notwithstanding anything to the contrary in Section 5.02 of the GA Merger Agreement5.02, each of Parent Seller and Master LLC the Purchaser shall 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 Companies Company for any taxable period that includes the date of the Closing and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent any Seller or Master LLC the 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 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 7.03 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. Parent The Seller and Master LLC the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC the Purchaser shall cause the Companies 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, or (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. Parent, Master LLC The Seller and the Companies 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 7.037.06. Notwithstanding anything to the contrary in Section 5.02 of the GA Merger Agreement6.02, each of Parent the Seller and Master LLC the Purchaser shall 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 Companies Target Group for any taxable period that includes the date of the Closing and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent the Seller or Master LLC 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 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 7.03 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. Parent Seller and Master LLC shall Buyer will provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC shall cause the Companies to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability 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 TaxesTaxes 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. Parent, Master LLC Seller and the Companies shall Buyer 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 7.035.9. Notwithstanding anything to the contrary in Section 5.02 Each of the GA Merger Agreement, each of Parent Seller and Master LLC shall Buyer 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 Companies Purchased Assets or the Business for any the taxable period that includes the date of first ending after the Closing and for all prior taxable periods until the later of (ia) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent or Master LLC 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 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 7.03 5.9 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. Parent The Sellers and Master LLC the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC the Purchaser shall cause the Companies 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. 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. Parent, Master LLC The Sellers and the Companies 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 7.037.05. Notwithstanding anything to the contrary in Section 5.02 of the GA Merger Agreement5.02, each of Parent the Sellers and Master LLC the Purchaser shall 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 Companies Purchased Assets for any taxable period that includes the date of the Closing Date and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent the Sellers or Master LLC 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 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 7.03 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. Parent Sellers and Master LLC Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC Buyer shall cause the Companies Marigold 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 include, but not be limited to, providing copies of relevant Tax Returns or portions thereof, together with related work papers papers, schedules and all material documents relating to rulings or other determinations by taxing authorities. Parentthe applicable Governmental Authorities and any forms, Master LLC certificates and the Companies other information related to applicable tax treaty compliance and qualifying for applicable tax treaty benefits. (a) Goldcorp USA and Buyer 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 7.0310.6. Notwithstanding anything to the contrary in Section 5.02 Each of the GA Merger Agreement, each of Parent Sellers and Master LLC Buyer shall 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 Marigold and the Companies Mine for any taxable period that includes the date of the Closing Date and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the 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) the for such Tax Returns. After such time, before Parent Sellers or Master LLC 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 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 7.03 10.6 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. (b) Buyer and Sellers further agree, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby).