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

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

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

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

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

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

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

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

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

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

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

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

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

Tax Cooperation and Exchange of Information. The Sellers Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit audit, refund claim or other proceeding in respect of Taxes (including a Contest)or to permit the Purchaser, Parent or any of their Affiliates to make representations to or furnish information to parties subsequently desiring to purchase any party of the Purchased Asset or the Business from the Purchaser. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.057.01. Notwithstanding anything to the contrary in Section 6.025.02 hereto, each of the Sellers Seller and the Purchaser shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of relevant to the Company and Purchased Assets or the Company Subsidiaries Business for any Tax Period taxable period that includes the date of the Closing Date and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or and (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers Seller or the Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after ninety (90) calendar 90 days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 7.01 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

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

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

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

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

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

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

Tax Cooperation and Exchange of Information. The Sellers and Purchaser the Purchasers shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Purchaser the Purchasers shall cause the Company Companies and the Company Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers and Purchaser the Purchasers shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.057.07. Notwithstanding anything to the contrary in Section 6.025.02, each of the Sellers and Purchaser the Purchasers shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its their Affiliates) relating to Tax matters of the any Company and the Company Subsidiaries or any Subsidiary for any Tax Period taxable period that includes the date of the Closing and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers or Purchaser shall dispose Prior to disposing of any such documents records in its possession (or in accordance with the possession of its Affiliates)previous sentence, the party holding the records will provide the other party shall be given an opportunity, after ninety (90) calendar days prior written notice, to remove and retain all or any part notice of such documents as disposal and offer to deliver such records to the other party may select (at such the other party’s expense). Any information obtained under this Section 7.05 7.07 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

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

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

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

Tax Cooperation and Exchange of Information. The Sellers Seller Representative and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Company Subsidiaries Register Entities to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers Seller Representative and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.058.02. Notwithstanding anything to the contrary in Section 6.02, the Sellers Register Entities and the Purchaser shall each retain all Tax Returns, work papers and all material records or other documents in its their possession (or in the possession of its their Affiliates) relating to Tax matters of the Company and the Company Subsidiaries Register Entities for any Tax Period taxable period that includes the date of the Closing Date and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, relate (without regard to extensions extensions), or (ii) six (6) years following the due date (without extensionregard to extensions) for such Tax Returns. After such time, before the Sellers or Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after ninety (90) calendar days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 8.02 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

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

Tax Cooperation and Exchange of Information. The Sellers Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes (including a Contest)Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.05. Notwithstanding anything to the contrary in Section 6.025.02, each of the Sellers Seller and the Purchaser shall each retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the Company and the Company Subsidiaries for any Tax Period taxable period that includes the date of the Closing and for all prior Tax Periods taxable periods until the later of (i) the expiration of the statute of limitations of the Tax Periods taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (ii) six seven (67) years following the due date (without extension) for such Tax Returns. After such time, before the Sellers or Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after ninety (90) calendar days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.