Common use of Tax Cooperation Clause in Contracts

Tax Cooperation. Each of Sellers and their Affiliates and Buyer, Affiliates of Buyer (including, after the Relevant Closing, the Transferred Entities) and Permitted Designees of Buyer contemplated hereunder shall (i) reasonably cooperate with each other in the preparation of Tax Returns described under Section 6.01(b) and (c) and (ii) promptly furnish to the other party such information as such party may reasonably request in connection with the filing of any Tax Returns or any Tax matters or other Tax proceedings with respect to Tax Matters relating to the Transferred Entities and the Transferred Assets and the Businesses or the transactions contemplated by this Agreement, including by providing access to relevant books and records and making employees of Sellers and Buyer or the Transferred Entities reasonably available to provide additional information and explanation of any materials provided hereunder. Notwithstanding anything else contained herein to the contrary, Buyer and Sellers each shall retain all books and records with respect to Tax matters pertinent to the Transferred Entities and the Transferred Assets and the Businesses relating to any Pre-Closing Tax Period until the expiration of the statute of limitations (taking into account any extensions thereof) applicable to such taxable periods, and to abide by all record retention agreements entered into with any Tax Authority. Buyer and Sellers shall cooperate (and cause their Affiliates to cooperate) in connection with all provisions under this Agreement related to Tax matters. Sellers shall reasonably cooperate with Buyer pursuant to this Section 6.10 to furnish to Buyer all information as may reasonably be required by Buyer or the Transferred Entities to timely file all Tax Returns of Transferred Entities for taxable periods ending on or before the Relevant Closing Date due after the Relevant Closing Date.

Tax Cooperation. Each Purchaser and the Sellers will furnish to each other, upon request, as promptly as practicable, such information and assistance relating to the Indian Entity and Option One Advance Corporation (including access to books and records) as is reasonably necessary for the filing of Sellers all Tax Returns, the making of any election relating to Taxes, the preparation for any audit by any Taxing Authority, and their Affiliates the prosecution or defense of any Action relating to any Tax. The party requesting any such information will bear all of the reasonable out-of-pocket costs and Buyerexpenses (including attorneys’ fees, Affiliates but excluding reimbursement for salaries and employee benefits) reasonably incurred in connection with providing such information. Except with respect to information that is generally available to the public, the party requesting such information will (a) hold all such information in the strictest confidence, except as required by applicable Law or which must be disclosed in connection with any audit or Taxing Authority inquiry, (b) disseminate such information only to its Representatives who have been advised of Buyer the confidential nature of such information, and only on an as-needed basis, (includingc) return any original documents promptly, after the Relevant Closing, the Transferred Entities) and Permitted Designees of Buyer contemplated hereunder shall (i) reasonably cooperate with each other in the preparation filing of such Tax Returns described under Section 6.01(b) and (c) Returns, the making of such election, or the conclusion of such audit or Action and (ii) promptly furnish to upon request of the other party such party, all copies of the information as such party may reasonably request in connection received by it, and (d) take all steps necessary to cause its officers, directors, employees and Representatives to comply with the filing terms and conditions of any Tax Returns or any Tax matters or other Tax proceedings with respect to Tax Matters relating to the Transferred Entities this Section 8.02 Purchaser and the Transferred Assets and the Businesses or the transactions contemplated by this Agreement, including by providing access to relevant books and records and making employees of Sellers and Buyer or the Transferred Entities reasonably available to provide additional information and explanation of any materials provided hereunder. Notwithstanding anything else contained herein to the contrary, Buyer and Sellers each shall will retain all books and records with respect to Tax matters pertinent Taxes pertaining to the Transferred Entities Indian Entity and Option One Advance Corporation for a period of seven years following the Transferred Assets and Closing or, if longer, until the Businesses relating to statute of limitations has run on any Pre-Closing Tax Period until or Straddle Period. Subject to Section 8.05(d), Purchaser and the expiration Company will cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Indian Entity or Option One Advance Corporation. Notwithstanding the foregoing, Purchaser will not have access to any portion of books, records, Tax Returns or other information of the statute of limitations (taking into account any extensions thereof) applicable Company that do not relate to such taxable periods, and to abide by all record retention agreements entered into with any Tax Authority. Buyer and Sellers shall cooperate (and cause their Affiliates to cooperate) in connection with all provisions under this Agreement related to Tax matters. Sellers shall reasonably cooperate with Buyer pursuant to this Section 6.10 to furnish to Buyer all information as may reasonably be required by Buyer the Indian Entity or the Transferred Entities to timely file all Tax Returns of Transferred Entities for taxable periods ending on or before the Relevant Closing Date due after the Relevant Closing DateOption One Advance Corporation.

Tax Cooperation. Each of Sellers The Parties and their Affiliates agree to furnish, or cause to be furnished, to each other, upon request, as promptly as practicable, such information (including access to books and Buyerrecords) and assistance relating to the Acquired Group Companies, Affiliates as is reasonably requested for the filing of any Tax Returns, and for the preparation of, and for the prosecution or defense of any Tax audit or Third-Party Claim (other than any Third-Party Claim between Buyer and its Affiliate on the one hand and Seller and its Affiliate on the other hand) related to Taxes, including executing and delivering such powers of attorney and other documents as are necessary to carry out the provisions of this Section 6.4; provided that the Seller shall not be required under this Section 6.4 or any other provision in this Agreement to provide to Buyer (includingx) any Tax Return of the Seller or any of its Affiliates (other than the Acquired Group Companies) or any Tax Return of a consolidated, after unitary or combined group of which the Relevant ClosingSeller or such Affiliates are part or (y) any information that is privileged if the disclosure of such information is reasonably expected to result in the loss of such privilege. Without limiting any other requirements under this Agreement, Buyer shall cause each relevant Acquired Group Company to timely provide to Seller all information reasonably requested by Seller to prepare the Transferred Entitiescombined, consolidated or unitary Tax Returns to be filed by Seller or any of its Affiliates (the “Tax Package”). To the extent reasonably necessary to facilitate Seller’s use of the Tax Package, Buyer shall use reasonable efforts to prepare the Tax Package in a manner materially consistent with the direction provided by Seller for preparation of such Tax Package and shall provide Seller, upon prior written notice, with reasonable access to the relevant Acquired Group Company Employees. Without limiting the foregoing, Buyer shall deliver (or cause an Acquired Group Company to deliver) to Seller the Tax Package for the taxable year ending on the Closing Date no later than the earlier of (x) forty-five (45) days before the date a combined, consolidated or unitary Tax Return will be filed by Seller or its Affiliates reflecting the information contained in such Tax Package and Permitted Designees (y) the six month anniversary of the Closing Date. Any out-of-pocket costs and expenses incurred by Buyer contemplated hereunder or any of its Affiliates (including the Acquired Group Companies) in preparing the Tax Package shall be promptly reimbursed by Seller upon written notice detailing the amount and nature of such costs and expenses. Buyer shall also reasonably cooperate with Seller to provide to Seller such information (or estimates in lieu of information not reasonably available) as may be required to determine estimated Tax payments, current and deferred Tax liabilities, Tax reserve items, and any additional current or prior information required by Seller or any of its Affiliates. Any information obtained under this Section 6.4 shall be kept confidential, except (i) reasonably cooperate with each other in the preparation of Tax Returns described under Section 6.01(b) and (c) and (ii) promptly furnish to the other party such information as such party may reasonably request be otherwise necessary in connection with the filing of any Tax Returns or claims for refund or in conducting an audit or other proceeding or defending any Tax matters claim, or other Tax proceedings (ii) with respect the consent of the Parties, as the case may be. The Parties agree to Tax Matters relating to the Transferred Entities and the Transferred Assets and the Businesses or the transactions contemplated by this Agreement, including by providing access to relevant books and records and making employees of Sellers and Buyer or the Transferred Entities reasonably available to provide additional information and explanation of any materials provided hereunder. Notwithstanding anything else contained herein to the contrary, Buyer and Sellers each shall (a) retain all books and records with respect to Tax matters pertinent to each of the Transferred Entities and the Transferred Assets and the Businesses Acquired Group Companies relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the statute of limitations (taking into account and, to the extent notified by Buyer or Seller, any extensions thereof) applicable to such of the respective taxable periods, and to abide by all record retention agreements entered into with any Tax Authority. Buyer Authority and Sellers (b) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, shall cooperate allow the requesting party to take possession of such books and records (other than any information that Seller and cause their Affiliates Buyer, as applicable, reasonably believe to cooperate) in connection with all provisions under this Agreement related to Tax matters. Sellers shall reasonably cooperate with Buyer pursuant to this Section 6.10 to furnish to Buyer all information as may reasonably be required by Buyer or the Transferred Entities to timely file all Tax Returns of Transferred Entities for taxable periods ending on or before the Relevant Closing Date due after the Relevant Closing Dateprivileged).

Tax Cooperation. Each (a) Purchaser and Seller will furnish to each other, upon request, as promptly as practicable, such information and assistance relating to the Company and the Subsidiaries (including access to books and records) as is reasonably necessary for the filing of Sellers all Tax Returns, the making of any election relating to Taxes, the preparation for any audit by any Taxing Authority and their Affiliates the prosecution or defense of any Action relating to any Tax. The party requesting any such information will bear all of the reasonable out-of-pocket costs and Buyerexpenses (including attorneys’ fees, Affiliates but excluding reimbursement for salaries and employee benefits) reasonably incurred in connection with providing such information. Except with respect to information that is generally available to the public, the party requesting such information will (a) hold all such information in the strictest confidence, except as required by applicable Law or which must be disclosed in connection with any audit or Taxing Authority inquiry, (b) disseminate such information only to its Representatives who have been advised of Buyer the confidential nature of such information, and only on an as-needed basis, (includingc) return any original documents promptly, after the Relevant Closing, the Transferred Entities) and Permitted Designees of Buyer contemplated hereunder shall (i) reasonably cooperate with each other in the preparation filing of such Tax Returns described under Section 6.01(b) and (c) Returns, the making of such election, or the conclusion of such audit or Action and (ii) promptly furnish to upon request of the other party such party, all copies of the information as such party may reasonably request in connection received by it, and (d) take all steps necessary to cause its officers, directors, employees and Representatives to comply with the filing terms and conditions of any Tax Returns or any Tax matters or other Tax proceedings with respect to Tax Matters relating to the Transferred Entities this Section 7.02. Purchaser and the Transferred Assets and the Businesses or the transactions contemplated by this Agreement, including by providing access to relevant books and records and making employees of Sellers and Buyer or the Transferred Entities reasonably available to provide additional information and explanation of any materials provided hereunder. Notwithstanding anything else contained herein to the contrary, Buyer and Sellers each shall Seller will retain all books and records with respect to Tax matters pertinent Taxes pertaining to the Transferred Entities Company and the Transferred Assets and Subsidiaries for a period of seven years following the Businesses relating to Closing or, if longer, until the statute of limitations has run on any Pre-Closing Tax Period until the expiration of the statute of limitations (taking into account any extensions thereof) applicable or Straddle Period. Subject to such taxable periodsSection 7.04(c), Purchaser and to abide by all record retention agreements entered into with any Tax Authority. Buyer and Sellers shall cooperate (and cause their Affiliates to cooperate) in connection with all provisions under this Agreement related to Tax matters. Sellers shall reasonably Seller will cooperate with Buyer pursuant each other in the conduct of any audit or other proceeding relating to this Section 6.10 Taxes involving the Company and the Subsidiaries. Notwithstanding the foregoing, Purchaser will not have access to furnish to Buyer all information as may reasonably be required by Buyer or the Transferred Entities to timely file all any books, records, Tax Returns or other information of Transferred Entities for taxable periods ending on or before Seller that do not relate exclusively to the Relevant Closing Date due after Company and the Relevant Closing DateSubsidiaries.

Tax Cooperation. Each (a) Effective as of Sellers the Closing Date, Seller and their Affiliates Purchaser shall provide each other, upon reasonable request, as promptly as practicable, with such cooperation and Buyerinformation (including reasonable access to employees during normal operating hours) as either of them may reasonably request of the other (and Purchaser shall cause the Company and its Subsidiaries to provide such cooperation and information) in filing any Tax Return, Affiliates amended Tax Return or claim for refund, making any Tax election, determining a liability for Taxes or a right to a refund of Buyer (includingTaxes, after or participating in or conducting any audit, contest or other proceeding in respect of Taxes, but only to the Relevant Closingextent such information is reasonably available to the other party. Seller’s and Purchaser’s cooperation shall include providing copies of relevant Tax Returns or portions thereof, the Transferred Entities) together with related work papers, documents relating to rulings or other determinations by Governmental Authorities and Permitted Designees of Buyer contemplated hereunder shall (i) reasonably cooperate any other information or documentation which may be useful in connection with each other in the preparation of any Tax Returns described Return or management of any audit, contest or other proceeding in respect of Taxes. Seller and Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to execute any documents as required in connection with any audit, contest or other proceeding in respect of Taxes covered by this Section 6.6; or to provide explanations of any documents or information provided under this Section 6.01(b) and (c) and (ii) promptly furnish to the other party such 6.6. Any information obtained under this Section 6.6 shall be kept confidential, except as such party may reasonably request be otherwise necessary in connection with the filing of any Tax Returns or any Tax matters claims for refund or in conducting an audit or other proceeding. Notwithstanding anything to the contrary contained herein, neither Purchaser nor Seller shall have any access to any books and records, Tax proceedings Returns or other information of the other party or its Affiliates that do not relate exclusively to the Company and its Subsidiaries. Prior to the Closing Date, upon request of the other party, Seller and Purchaser shall cooperate with respect each other and use their respective reasonable best efforts to provide the other with information in each case as relevant to the Tax Matters planning relating to the Transferred Entities transition of the ownership of the Interests, the Company and its Subsidiaries. (b) Effective as of the Transferred Assets Closing Date, if a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to any Indemnified Party pursuant to this Article VI, then such Indemnified Party shall give prompt notice to the Indemnifying Party in writing of such claim; provided, however, the failure to give prompt notice shall relieve the Indemnifying Party of its indemnity obligation only to the extent its ability to contest such claim is prejudiced in a manner that is not immaterial as a result of such failure. (c) Effective as of the Closing Date, Seller shall be entitled to participate at its expense in the conduct of, and, at its option, take sole and exclusive control of the Businesses conduct and settlement of any Tax audit, contest or the transactions contemplated by other proceeding in respect of Taxes for which Seller is responsible pursuant to this Agreement, including by providing access and to relevant books employ counsel and records other advisors of its choice at its expense; provided that Purchaser shall be permitted to participate in any such audit, contest or other proceeding to the extent it relates to Taxes of the Company or its Subsidiaries and making employees could reasonably be expected to have an adverse effect on the Company or its Subsidiaries in a Tax period ending after the Cut-Off Date. (d) Effective as of Sellers and Buyer the Closing Date, Purchaser shall control all Tax audits, contests or the Transferred Entities reasonably available to provide additional information and explanation other proceedings in respect of any materials provided hereunder. Notwithstanding anything else contained herein to the contrary, Buyer and Sellers each shall retain all books and records with respect to Tax matters pertinent to the Transferred Entities and the Transferred Assets and the Businesses relating to any Pre-Closing Tax Period until the expiration Taxes of the statute Company or any of limitations its Subsidiaries not described in paragraph (taking into account c). (e) Effective as of the Closing Date and notwithstanding any extensions thereof) applicable other provision of this Agreement, neither party may agree to such taxable periods, and to abide by all record retention agreements entered into with settle any Tax Authority. Buyer and Sellers shall cooperate (and cause their Affiliates to cooperate) in connection with all provisions under this Agreement related to Tax matters. Sellers shall reasonably cooperate with Buyer claim for Taxes for which the other party is responsible pursuant to this Section 6.10 Agreement without the prior written consent of such other party (such consent not to furnish be unreasonably withheld, delayed or conditioned). (f) Effective as of the Closing Date, at Seller’s request, Purchaser shall cause the Company and/or any of its Subsidiaries to Buyer all information as may reasonably be required by Buyer make and/or join with Seller (or any of its Affiliates) in making any Tax election if the making of such election (i) would not have any adverse impact that is material on Purchaser and (ii) would not have any adverse impact that is material on the Company or the Transferred Entities Company’s Subsidiaries for any taxable period ending after the Cut-Off Date. (g) Each party shall pay or cause to timely file all be paid to the other party any refunds or credits of Taxes for which the other party is responsible pursuant to this Agreement (including any interest thereon paid by the applicable Governmental Authority in respect of such refund or credit) within thirty (30) Business Days after the receipt of such refund or the realization of such credit. Each party shall, at the reasonable request of the other party, cooperate in good faith with such other party in obtaining such refunds or credits, including through the filing of amended Tax Returns of Transferred Entities for taxable periods ending on or before the Relevant Closing Date due after the Relevant Closing Daterefund claims.

Tax Cooperation. Each of Sellers The Purchasers and Seller Entities shall, and shall cause their Affiliates and Buyerrespective Affiliates, Affiliates of Buyer (including, after the Relevant Closing, the Transferred Entities) and Permitted Designees of Buyer contemplated hereunder shall (i) reasonably to cooperate fully with each other in the preparation of Tax Returns described under Section 6.01(b) other, as and (c) and (ii) promptly furnish to the extent reasonably requested by the other party such information as such party may reasonably request Party and at the requesting party’s expense, in connection with the preparation, filing and execution of Tax Returns, any Tax Returns or any Tax matters audit, litigation or other Tax proceedings Proceeding with respect to Tax Matters relating Taxes, any financial accounting matters related to Taxes and any other items related to Taxes for purposes of finally determining the Transferred Entities Purchase Price under Section 1.04. Such cooperation shall include the retention and (upon the Transferred Assets other Party’s reasonable request) the provision of records and the Businesses information that are reasonably relevant to any such audit, litigation or the transactions contemplated by this Agreement, including by providing access to relevant books and records other Proceeding during normal business hours and making employees of Sellers and Buyer or the Transferred Entities available (as reasonably available requested) on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. Notwithstanding anything else contained herein Neither Purchaser nor Seller shall destroy or otherwise dispose, or permit the destruction or disposal, of any Records relating to the contrary, Buyer and Sellers each shall retain all books and records with respect to Tax matters pertinent to the Transferred Entities and the Transferred Assets and the Businesses relating to any Pre-Closing Tax Period Taxes of Seller until the expiration of the statute last to expire of all applicable statutes of limitations for the taxable period or periods to which such Records relate; provided that, prior to disposing of any such Records after such period, Purchaser or Seller, as applicable, shall provide written notice to the other Party of its intent to dispose of such Tax Records and shall provide such Party with the opportunity to take ownership and possession of such Records (taking into account at such Party’s sole expense) within sixty (60) days after such notice is delivered. Notwithstanding anything in this Agreement to the contrary, in no event will the Purchasers or any extensions thereofof their Affiliates (including, after the Applicable Closing, any member of the Acquired Group) applicable have any rights with respect to such taxable periods, and or access to abide by all record retention agreements entered into with any Tax AuthorityReturn or other Tax information or workpapers of Seller and its Affiliates that do not relate exclusively to the Acquired Group, Purchased Assets and/or Assumed Liabilities; provided that Seller shall provide, upon written request by an Acquiring Purchaser and so long as such Acquiring Purchaser reimburses Seller for its reasonable third-party expenses relating thereto, a pro forma version of any such Tax Return or other Tax information or workpapers, or otherwise redact such Tax Returns or other Tax information or workpapers, to show the information solely relating to the Acquired Group, Purchased Assets and/or Assumed Liabilities (but not the information that does not relate to the Acquired Group, Purchased Assets or Assumed Liabilities), in each case to the extent such information is reasonably necessary for the Acquiring Purchaser to prepare any Tax Returns relating to the Acquired Group, Purchased Assets and/or Assumed Liabilities or in the conduct or resolution of any Tax audit, examination or other proceeding relating to the Acquired Group, Purchased Assets and/or Assumed Liabilities. Buyer Notwithstanding the foregoing, (x) no Purchaser nor any of its Affiliates shall have the right to access any Consolidated Tax Return of Seller (other than having the right to receive the information described in the prior sentence), (y) any materials to be exchanged under this Section 6.06(f) may be redacted as necessary to address reasonable attorney-client or other privilege concerns and Sellers (z) no Person shall cooperate (and cause their Affiliates have a right to cooperateuse or rely on the materials provided in this Section 6.06(f) in connection with all provisions under this Agreement related any dispute that relates in any way to Tax matters. Sellers shall reasonably cooperate with Buyer pursuant to the Transactions (and for the avoidance of doubt this Section 6.10 6.06(f) shall not prejudice any Person’s rights to furnish to Buyer all information as may reasonably be required by Buyer or the Transferred Entities to timely file all Tax Returns of Transferred Entities for taxable periods ending on or before the Relevant Closing Date due after the Relevant Closing Datediscovery under applicable Law).

Tax Cooperation. (a) Each of Sellers and their Affiliates and Buyer, Buyer and their Affiliates of Buyer (including, after the Relevant Closing, the Transferred Entities) and Permitted Designees of Buyer contemplated hereunder shall (i) reasonably cooperate with each other in the preparation of Tax Returns described under Section 6.01(b) and (c) and (ii) promptly furnish to the other party such information as such party may reasonably request in connection with the filing of any Tax Returns or any Tax matters Matters or other Tax proceedings with respect to Tax Matters matters relating to the Transferred Entities and the Transferred Assets and the Businesses or the transactions contemplated by this Agreement, including by providing access to relevant books and records and making employees of Sellers and Buyer or the Transferred Entities reasonably available to provide additional information and explanation of any materials provided hereunder. Notwithstanding anything else contained herein to the contrary, Buyer and Sellers each shall retain all books and records with respect to Tax matters pertinent to the Transferred Entities and the Transferred Assets and the Businesses relating to any Pre-Closing Tax Period until the expiration of the statute of limitations (taking into account any extensions thereof) applicable to such taxable periods, and to abide by all record retention agreements entered into with any Tax Authority. Buyer and Sellers shall cooperate (and cause their Affiliates to cooperate) in connection with all provisions under this Agreement related to Tax matters. . (b) Not later than fifteen (15) days following the date hereof, the Sellers shall reasonably cooperate provide Buyer with Buyer pursuant to this Section 6.10 to furnish to Buyer all information as may reasonably be required by Buyer or the Transferred Entities to timely file Schedule 6.10(b) listing all Tax Returns of Transferred Entities for taxable periods ending on or before the Relevant Closing Date due after the expected Relevant Closing DateDate and shall reasonably cooperate with Buyer pursuant to Section 6.10(a) to furnish to Buyer all information as may reasonably be required to timely file such Tax Returns. (c) The Sellers, Buyer and the Transferred Entities further agree, upon request, to use reasonable best efforts and cooperate in good faith to obtain any certificate or other document from any Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any material Tax that could be incurred in connection with the transactions contemplated by this Agreement.

Tax Cooperation. Each of Sellers 6.4.1 Intersect undertakes to cooperate, and their Affiliates and Buyer, Affiliates of Buyer (including, after to cause the Relevant Closing, the Transferred Entities) and Permitted Designees of Buyer contemplated hereunder shall (i) reasonably Group Companies to cooperate with each other in the preparation of Tax Returns described under Section 6.01(b) and (c) and (ii) promptly furnish to the other party such information as such party may reasonably request in connection with the filing of any Tax Returns or any Tax matters or other Tax proceedings Sellers with respect to Tax Matters Returns to be filed for the Pre-Effective Date Period. 6.4.2 Intersect shall provide the Sellers within ten (10) business days upon receipt with copies of any tax assessment notices for the Pre-Effective Date Period. 6.4.3 Subject to assuming all the related costs, the Sellers have the right to guide and participate in any appeals against tax assessment notices of the Group Companies relating to Pre-Effective Date Periods. The Sellers shall decide whether and which objections or appeals with regard to Pre-Effective Date Taxes the Group Companies shall procure to be filed. Intersect hall ensure that neither the Intersect nor any Group Company enters into any agreement relating to any Indemnifiable Tax the Sellers might be liable for or entitled to and relating to the Transferred Entities Group Companies with any Tax Authority without the prior written consent of the Sellers. 6.4.4 The Sellers shall be informed of any Tax field audits and conferences with the field auditors that are to be carried out by the Tax Authorities in respect of the Pre-Effective Date Period and the Transferred Assets Sellers and their professional advisers shall be given the Businesses opportunity to safeguard the Sellers' interests in such audits and comment on the results of these audits and shall be informed in good time to enable them to prepare themselves to take part and have the right to take part in meetings with the field auditors and receive any related information from the Group Companies including sufficient advance notice of meetings with the field auditors. 6.4.5 After the Closing Date, Intersect shall procure that, when due, all Tax Returns relating in whole or in part to the transactions contemplated Group Companies for the Pre-Effective Date Period required to be filed on an individual or consolidated basis by this Agreementor on behalf of the Group Companies that need to be prepared and filed in relation to the Group Companies are prepared and filed, when due, provided, however, that any such Tax Returns shall be subject to the review and prior written consent of the Sellers which shall not unreasonably withheld. Intersect shall ensure that any Tax Return to be reviewed and approved by the Sellers will be furnished to the Sellers not later than thirty (30) days prior to the due date of the relevant Tax Return. This shall not apply to monthly Tax notifications, including by providing access but not limited to relevant books and records and making employees returns for VAT, wage tax, social security contributions, or other Tax Returns with a filing period of Sellers and Buyer less than thirty (30) days. 6.4.6 Intersect shall cause the Group Companies to file, make or the Transferred Entities reasonably available to provide additional information and explanation of change any materials provided hereunder. Notwithstanding anything else contained herein to the contrary, Buyer and Sellers each shall retain all books and records with respect to Tax matters pertinent to the Transferred Entities and the Transferred Assets and the Businesses relating to any Pre-Closing Tax Period until the expiration of the statute of limitations (taking into account any extensions thereof) applicable to such taxable periodselection/claim, and to abide by all record retention agreements entered into with file, make or amend any Tax Authority. Buyer Return or take any position on any return in respect of the Pre-Effective Date Period as instructed by the Sellers at Sellers’ discretion and Sellers in accordance with relevant Tax law and past practice. 6.4.7 Intersect shall cooperate procure that the Group Companies request within one (and cause their Affiliates to cooperate1) in connection with all provisions under this Agreement related to Tax matters. Sellers shall reasonably cooperate with Buyer pursuant to this Section 6.10 to furnish to Buyer all information as may reasonably be required by Buyer or month after the Transferred Entities to timely file all Tax Returns of Transferred Entities for taxable periods ending on or before the Relevant Closing Date due after the Relevant Closing Datecompetent tax office to conduct a tax audit for the Pre-Effective Date Period.

Tax Cooperation. Each of Sellers The Parties and their Affiliates agree to furnish, or cause to be furnished, to each other, upon request, as promptly as reasonably practicable, such information (including access to books and Buyer, Affiliates of Buyer (including, after the Relevant Closing, the Transferred Entitiesrecords) and Permitted Designees assistance relating to the Company, as is reasonably requested for the filing of any Tax Returns, for the application of Section 6.3, and for the preparation of, and for the prosecution or defense of any Tax audit or Third-Party Claim related to Taxes, including executing and delivering such powers of attorney and other documents as are necessary to carry out the provisions of this Section 6.4; provided that the Seller shall not be required under this Section 6.4 or any other provision in this Agreement to provide to Buyer contemplated hereunder any Tax Return of the Seller or any of its Affiliates (other than the Company) or any Tax Return of the Seller Consolidated Group. Without limiting any other requirements under this Agreement, Buyer shall cause the Company to timely provide to Seller, in a format determined by Seller that is consistent with past practices, all information reasonably requested by Seller to prepare the Seller Consolidated Tax Returns to be filed by Seller or any of its Affiliates (the “Tax Package”) and upon reasonable request by Seller, shall provide Seller with access to the relevant Acquired Company Employees. The Tax Package with respect to any taxable year shall be provided by Buyer to Seller and shall be prepared on a basis consistent with the practices of the Seller and its Affiliates. Without limiting the foregoing, Buyer shall deliver (or cause the Company to deliver) to Seller the Tax Package for the taxable year ending on the Closing Date no later than thirty (30) days before the date a Seller Consolidated Tax Return will be filed by Seller or its Affiliates. Any information obtained under this Section 6.4 shall be kept confidential, except (i) reasonably cooperate with each other in the preparation of Tax Returns described under Section 6.01(b) and (c) and (ii) promptly furnish to the other party such information as such party may reasonably request be otherwise necessary in connection with the filing of any Tax Returns or claims for refund or in conducting an audit or other proceeding or defending any Tax matters claim, or other Tax proceedings (ii) with respect the consent of the Parties, as the case may be. The Parties agree to Tax Matters relating to the Transferred Entities and the Transferred Assets and the Businesses or the transactions contemplated by this Agreement, including by providing access to relevant books and records and making employees of Sellers and Buyer or the Transferred Entities reasonably available to provide additional information and explanation of any materials provided hereunder. Notwithstanding anything else contained herein to the contrary, Buyer and Sellers each shall retain all books and records with respect to Tax matters pertinent to the Transferred Entities and the Transferred Assets and the Businesses Company relating to any Pre-taxable period beginning before the Closing Tax Period Date until the ninety (90) days after expiration of the statute of limitations (taking into account and, to the extent notified by Buyer or Seller, any extensions thereof) applicable to such of the respective taxable periods, and to abide by all record retention agreements entered into with any Tax Authority. Buyer and Sellers shall cooperate (and cause their Affiliates to cooperate) in connection with all provisions under this Agreement related to Tax matters. Sellers shall reasonably cooperate with Buyer pursuant to this Section 6.10 to furnish to Buyer all information as may reasonably be required by Buyer or the Transferred Entities to timely file all Tax Returns of Transferred Entities for taxable periods ending on or before the Relevant Closing Date due after the Relevant Closing Date.

Tax Cooperation. Each (a) Buyer shall prepare or cause to be prepared drafts of Sellers and their Affiliates and Buyer, Affiliates of Buyer (including, after the Relevant Closing, the Transferred Entities) and Permitted Designees of Buyer contemplated hereunder shall (i) reasonably cooperate with each other in the preparation of all Tax Returns described under Section 6.01(b) of Seller for all taxable periods ending on, prior to or including the Closing Date. Such Tax Returns shall be prepared in a manner consistent with past practice and (c) Buyer shall cooperate and (ii) promptly furnish to the other party such information as such party may reasonably request consult with Seller in connection with the filing preparation of any such Tax Returns or any Tax matters or other Tax proceedings Returns. Seller shall provide information to Buyer with respect to Tax Matters relating any activities or operations of Seller (if any) with respect to portions of periods beginning on or after the Closing Date. Such drafts shall be delivered to Seller no less than sixty days prior to the Transferred Entities due date of such Tax Returns. Buyer shall provide such additional information, calculations and material as shall be reasonably requested in connection with such Tax Returns and shall cooperate and assist Seller as necessary for Seller and Seller’s accountants to finalize such draft Tax Returns. Buyer shall prepare such Tax Returns using its internal tax personnel and Seller shall hire any outside accountants required to finalize such Tax Returns. Sellers shall be liable for and shall indemnify Buyer and its Affiliates (including the Transferred Assets Company and its Subsidiaries)in accordance with and subject to the Businesses or the transactions contemplated limitations set forth in Section 6.1(a), for all costs incurred by such outside accountants and for any reasonable third-party costs incurred by Buyer in connection with Buyer’s obligations under this Agreement, including by providing access to relevant books and records and making employees of Sellers and Buyer or the Transferred Entities reasonably available to provide additional information and explanation of any materials provided hereunderSection 6.4(a). Notwithstanding anything else contained herein herein, Seller will be responsible for the information contained in the final Tax Returns, and Buyer shall have no liability for or any indemnification obligation to Seller or Seller’s direct or indirect owners with respect to such Tax Returns except for fraud, willful misconduct and gross negligence; provided that Buyer shall be liable for indemnification of Taxes of the contrarySeller for Pre-Closing Periods pursuant to Section 6.2. (b) After the Closing Date, Seller, Buyer and Sellers each their respective Affiliates shall cooperate, and shall cause their respective affiliates, officers, employees, agents, auditors and representatives to cooperate as reasonably requested, in connection with the preparation and filing of all Tax Returns prepared and filed pursuant to this Article VI and with respect to any Tax Claim. The Company shall retain all books and Tax records with respect to Tax matters pertinent related to the Transferred Entities operations of the Company and Tax Returns completed by Seller. Buyer and Seller recognize that Seller may need access, from time to time, after the Transferred Assets Closing Date, to certain accounting and Tax records and information held by the Businesses relating Company to any Pre-the extent such records and information pertain to events occurring on or before the Closing Tax Period Date; therefore, Buyer agrees that from and after the Closing Date, Buyer shall, and shall cause the Company, its affiliates and successors to (1) retain and maintain such records and information until one year after the expiration of the applicable statute of limitations and (taking into account 2) allow Seller (and agents and representatives of Seller) to inspect, review and make copies of such records and information as Seller or any extensions thereof) applicable agent and representative of Seller may deem necessary or appropriate from time to such taxable periodstime, and to abide by provided that Seller or Seller Representative shall reimburse Buyer for all record retention agreements entered into with any Tax Authorityout of pocket costs in connection therewith. Buyer and Sellers shall cooperate (and cause Seller further agree, upon request, to use their Affiliates commercially reasonable efforts to cooperate) in connection with all provisions under this Agreement related to Tax matters. Sellers shall reasonably cooperate with Buyer pursuant to this Section 6.10 to furnish to Buyer all information obtain any certificate or other document from any governmental authority or any other Person as may reasonably be required by Buyer necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the Transferred Entities to timely file all Tax Returns of Transferred Entities for taxable periods ending on or before the Relevant Closing Date due after the Relevant Closing Datetransactions contemplated hereby).

Tax Cooperation. (a) The Parties will provide each other with such cooperation and information as either of them reasonably may request of the other with respect to any Tax matter at the expense of the requesting Party. Such cooperation and information shall include providing signatures with respect to any Tax Returns that must be filed, and providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers shall each make themselves available to provide explanations of any documents or information provided hereunder. Each Seller, the Buyer and its Affiliates shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of Sellers the Company and their Affiliates and Buyer, Affiliates of Buyer (including, the Acquired Company Subsidiaries for each taxable period first ending after the Relevant Closing, Closing Date and for all prior taxable periods until the Transferred Entities) and Permitted Designees later of Buyer contemplated hereunder shall (i) reasonably cooperate with each other in the preparation of Tax Returns described under Section 6.01(b) and (c) and (ii) promptly furnish to the other party such information as such party may reasonably request in connection with the filing of any Tax Returns or any Tax matters or other Tax proceedings with respect to Tax Matters relating to the Transferred Entities and the Transferred Assets and the Businesses or the transactions contemplated by this Agreement, including by providing access to relevant books and records and making employees of Sellers and Buyer or the Transferred Entities reasonably available to provide additional information and explanation of any materials provided hereunder. Notwithstanding anything else contained herein to the contrary, Buyer and Sellers each shall retain all books and records with respect to Tax matters pertinent to the Transferred Entities and the Transferred Assets and the Businesses relating to any Pre-Closing Tax Period until 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 (taking into account ii) six years following the due date (without extension) for such Tax Returns. Prior to disposing of any extensions thereofsuch records notice shall be given to the other Party providing reasonable terms allowing such other Party to take, at its sole expense, possession of such records. (b) applicable Notwithstanding any provision to such taxable periodsthe contrary, and (i) the Buyer Tax Indemnified Parties shall not be entitled to abide by all record retention agreements entered into with amend any Tax Authority. Buyer and Sellers shall cooperate (and cause their Affiliates Returns relating to cooperate) in connection with all provisions under this Agreement related to Tax matters. Sellers shall reasonably cooperate with Buyer pursuant to this Section 6.10 to furnish to Buyer all information as may reasonably be required by Buyer or the Transferred Entities to timely file all Tax Returns of Transferred Entities for taxable periods ending on or before prior to the Relevant Closing Date due after unless required by Applicable Law or approved by Sellers (which approval shall be in Sellers' sole discretion if such amendment would have an adverse economic impact on Sellers) and (ii) the Relevant Buyer Tax Indemnified Parties shall have no obligation to amend any Tax Returns relating to taxable periods ending on or prior to the Closing DateDate and shall have no obligation to carryback any Tax attributes of the Buyer Tax Indemnified Parties to taxable periods ending on or prior to the Closing Date (it being understood that net capital losses shall be carried back to the extent that they are carried forward in order to preserve any loss).

Tax Cooperation. Each of Sellers and their Affiliates and Buyer, Affiliates of Buyer (including, after the Relevant Closing, the Transferred Entities) and Permitted Designees of Buyer contemplated hereunder shall (i) Except as otherwise expressly provided in this Section 7.09, the Seller and the Purchaser shall, and shall cause their respective Affiliates and Representatives to, reasonably cooperate with each other in the preparation of Tax Returns described under Section 6.01(b) and (c) and (ii) promptly furnish to the other party such information as such party may reasonably request in connection with the filing of any Tax Returns Return, any Section 338(h)(10) Election, determining a Liability for Taxes or the conduct of any Tax matters or other Tax proceedings Action, in each case with respect to Tax Matters relating to the Transferred Entities and Entities, the Transferred Assets and the Businesses Business or the transactions contemplated by this Agreement, including by providing access to relevant books and records and making employees of Sellers and Buyer or the Transferred Entities reasonably available to provide additional information and explanation of any materials provided hereunder. Notwithstanding anything else contained herein to the contrary, Buyer and Sellers each shall retain all books and records with respect to Tax matters pertinent to the Transferred Entities and the Transferred Assets and the Businesses relating to Transfer Taxes for any Pre-Closing Tax Period Period, which cooperation shall include supplying any information in such Person’s possession that is reasonably requested in connection with any such Tax Return or Tax Action, provided that in no event (including pursuant to Section 7.06) shall the Seller be required to provide to any Person any Tax Return of a Seller Consolidated Group (it being understood that the Seller shall use commercially reasonable efforts to provide a redacted or pro-forma version of any such information reasonably necessary to Purchaser) and neither the Purchaser nor any of its Affiliates shall have any rights with respect to any Tax Action involving a Seller Consolidated Group. Purchaser shall use its commercially reasonable efforts to, and shall cause its Affiliates (including after Closing, the Transferred Entities) to use their commercially reasonable efforts to, take all actions (and refrain from taking certain actions) to the extent necessary to allow Seller to comply with its obligations with respect to the Business set forth in Section 2.6 (including, for the avoidance of doubt, by paying over to Seller any amounts received by the Purchaser that the Seller is required to pay Celtics under Section 2.6(c) of the Celtics TMA), Article III, Article IV, Section 7.1 and Article VIII of the Celtics TMA. (ii) Subject to the last sentence of clause (i) of this Section 7.09(c), each party shall retain all Tax Returns, schedules and work papers, and all material records and other documents relating to Tax matters of the Transferred Entities (other than any such records or documents that relate solely to a Seller Consolidated Group) for all Pre-Closing Tax Periods and Straddle Periods until the expiration of the statute of limitations for the Tax periods to which the Tax Returns and other documents relate. Thereafter, the party holding such Tax Returns or other documents may dispose of them after offering the other party reasonable notice and opportunity to take possession of such Tax Returns and other documents at such other party’s own expense (taking into account provided that any extensions thereofsuch notice must in any event be made in writing at least sixty (60) applicable days prior to such taxable periodsdisposition). Notwithstanding the foregoing, and the Seller (A) shall not be required to abide by all record retention agreements entered into with transfer to the Purchaser any Tax Authority. Buyer Returns or any records or documents that relate to a Seller Consolidated Group and Sellers (B) shall cooperate use commercially reasonable efforts to provide a redacted or pro-forma version of the information described in clause (and cause their Affiliates to cooperateA) in connection with all provisions under this Agreement related to Tax matters. Sellers shall reasonably cooperate with Buyer pursuant to this Section 6.10 to furnish to Buyer all information as may reasonably be required if requested by Buyer or the Transferred Entities to timely file all Tax Returns of Transferred Entities for taxable periods ending on or before the Relevant Closing Date due after the Relevant Closing DatePurchaser.

Tax Cooperation. Each of Sellers (a) Purchaser and their Affiliates each Asset Seller shall furnish to each other, upon request, as promptly as practicable, such information and Buyer, Affiliates of Buyer (including, after assistance relating to the Relevant ClosingCompanies, the Transferred EntitiesBusiness and the Purchased Assets (including access to books and records) as is reasonably necessary for the filing of all Tax Returns, the making of any election relating to Taxes, the preparation for any audit by any Taxing Authority, and Permitted Designees the prosecution or defense of Buyer contemplated hereunder any Action relating to any Tax. The party requesting any such information shall bear all of the reasonable out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for salaries and employee benefits) reasonably incurred in connection with providing such information. Except with respect to information that is generally available to the public, the party requesting such information shall (ia) reasonably cooperate with each other hold all such information in the preparation strictest confidence, except as required by applicable Law or which must be disclosed in connection with any audit or taxing authority inquiry, (b) disseminate such information only to its Representatives who have been advised of Tax Returns described under Section 6.01(b) the confidential nature of such information, and only on an as-needed basis, and (c) take all steps necessary to cause its officers, directors, employees and (ii) promptly furnish Representatives to the other party such information as such party may reasonably request in connection comply with the filing terms and conditions of any Tax Returns or any Tax matters or other Tax proceedings with respect to Tax Matters relating to the Transferred Entities this Section 8.02. Purchaser and the Transferred Assets and the Businesses or the transactions contemplated by this Agreement, including by providing access to relevant books and records and making employees of Sellers and Buyer or the Transferred Entities reasonably available to provide additional information and explanation of any materials provided hereunder. Notwithstanding anything else contained herein to the contrary, Buyer and Sellers each Asset Seller shall retain all books and records with respect to Tax matters pertinent Taxes pertaining to Companies, the Business and the Purchased Assets for a period of seven years following the Closing. At least 45 days prior to destroying or disposing of any such books or records, Purchaser or an Asset Seller (as applicable) shall notify the other party of such planned destruction or disposition and, if so requested by the other party within 30 days after receiving such notice and at the cost and expense of the other party, shall transfer to the Transferred Entities other party any or all of such books and records instead of destroying or disposing of them. Purchaser and each Asset Seller shall cooperate with each other in the Transferred Assets and the Businesses conduct of any audit or other proceeding relating to Taxes involving the Companies, the Purchased Assets or the Business. Notwithstanding the foregoing, Purchaser shall not have access to any Prebooks, records, Tax Returns or other information of Seller not related to the Companies, the Purchased Assets or the Business or any Taxes related thereto. (b) At Seller’s request, Purchaser shall cause any of the Companies to make and/or join with Seller (or any of its Affiliates) in making any Tax election if the making of such election does not have an adverse impact on Purchaser (or its Affiliates), the Business, the Purchased Assets or the Companies for a Post-Closing Tax Period until the expiration of the statute of limitations (taking into account any extensions thereof) applicable to such taxable periods, and to abide by all record retention agreements entered into with any Tax Authority. Buyer and Sellers shall cooperate (and cause their Affiliates to cooperate) in connection with all provisions under this Agreement related to Tax matters. Sellers shall reasonably cooperate with Buyer pursuant to this Section 6.10 to furnish to Buyer all information as may reasonably be required by Buyer or the Transferred Entities to timely file all Tax Returns of Transferred Entities for taxable periods ending on or before the Relevant Post-Closing Date due after the Relevant Closing DateStraddle Period.

Tax Cooperation. Each of Buyer and Sellers will use commercially reasonable efforts to cooperate, as and their Affiliates and Buyer, Affiliates of Buyer (including, after the Relevant Closing, the Transferred Entities) and Permitted Designees of Buyer contemplated hereunder shall (i) reasonably cooperate with each other in the preparation of Tax Returns described under Section 6.01(b) and (c) and (ii) promptly furnish to the extent reasonably requested by the other party such information as such party may reasonably request Party, in connection with the filing of Tax Returns relating to the operations of any Company Group Member (including any successor thereof) and any Action with respect to Taxes. Cooperation includes (i) the retention and (on the other Party’s request and at such Party’s expense) the provision of records and information that are reasonably relevant to the filing of any Tax Returns or and any Tax matters or other Tax proceedings with respect to Tax Matters relating to the Transferred Entities Action and the Transferred Assets and the Businesses or the transactions contemplated by this Agreement, including by providing access to relevant books and records and (ii) making employees of Sellers and Buyer or the Transferred Entities reasonably available on a mutually convenient basis to provide additional information and explanation of any materials material provided hereunderunder this Agreement. Notwithstanding anything else contained herein Each of Sellers and Buyer agree (A) to the contrary, Buyer and Sellers each shall retain all books and records of the Company Group (including any successor of any Company Group Member) with respect to Tax matters pertinent to the Transferred Entities and the Transferred Assets and the Businesses Company Group (including any successor of a Company Group entity) relating to any Pre-Taxable period beginning before the Closing Tax Period Date until the expiration of the statute of limitations (taking into account and, to the extent notified by Buyer, any extensions thereof) applicable to such taxable of the respective Taxable periods, and (B) to abide by all record retention agreements entered into with any Governmental Entity and (C) to give the other Party reasonable written notice before transferring, destroying or discarding any books and records and, if the other Party so requests, allow such other Party to take possession of the books and records. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to provide Buyer or any other Person any Combined Tax AuthorityReturns or any Tax Returns or related work papers of Sellers or any of their Affiliates (other than Tax Returns or related work papers exclusively related to the Company Group (including any successor of a Company Group entity)). Buyer and Sellers shall cooperate (agree that the sharing of information and cause their Affiliates to cooperate) in connection with all provisions under this Agreement related to Tax matters. Sellers shall reasonably cooperate with Buyer pursuant to cooperation contemplated by this Section 6.10 6.8(j) shall be done in a manner so as not to furnish to Buyer all information interfere unreasonably with the conduct of the business of the parties. Except as may reasonably be required by Buyer or otherwise provided in this Agreement, the Transferred Entities to timely file all Tax Returns Party requesting assistance hereunder shall reimburse the other for any reasonable out of Transferred Entities for taxable periods ending on or before the Relevant Closing Date due after the Relevant Closing Datepocket costs incurred furnishing such records and information.

Tax Cooperation. Each of Sellers The Parties and their Affiliates agree to furnish, or cause to be furnished, to each other, upon request, as promptly as practicable, such information (including access to books and Buyer, Affiliates of Buyer (including, after the Relevant Closing, the Transferred Entitiesrecords) and Permitted Designees assistance relating to the Acquired Group Companies, as is reasonably requested for the filing of Buyer contemplated hereunder shall (i) reasonably cooperate with each other in any Tax Returns, for the application of this Article 6, and for the preparation of, and for the prosecution or defense of any Tax Returns described Claim, including executing and delivering such powers of attorney and other documents as are necessary to carry out the provisions of this Section 6.4; provided that (x) the Seller shall not be required under this Section 6.01(b6.4 or any other provision of this Agreement to provide to Buyer any Tax Return of the Seller or any of its Affiliates (other than the Acquired Group Companies) or any Seller Consolidated Tax Return and (cy) and (ii) promptly furnish neither the Buyer nor the Seller shall be required under this Section 6.4 to provide to the other party any information that is privileged if the disclosure of such information is reasonably expected to result in the loss of such privilege. Without limiting any other requirements under this Agreement, Buyer shall cause each relevant Acquired Group Company to timely provide to Seller, in a format reasonably determined by Seller that is consistent with past practices, all information reasonably requested by Seller to prepare the Seller Consolidated Tax Returns (the “Tax Package”) and shall provide Seller with reasonable access to the relevant Acquired Group Company Employees. Without limiting the foregoing, Buyer shall deliver (or cause an Acquired Group Company to deliver) to Seller the Tax Package for the taxable year ending on the date of this Agreement no later than forty-five (45) days before the date a Seller Consolidated Tax Return will be filed by Seller or its Affiliates. Buyer shall also cause each Acquired Group Company to provide to Seller (reasonably promptly upon request therefore by Seller) such information as such party may be reasonably request required to determine estimated Tax payments, current and deferred Tax liabilities, Tax reserve items, and any additional current or prior Tax information reasonably required by Seller or any of its Affiliates consistent with the past practices of the Seller (or relevant Affiliate). Any information obtained under this Section 6.4 shall be kept confidential, except (i) as may be otherwise necessary in connection with the filing of any Tax Returns or claims for refund or in conducting an audit or other proceeding or defending any Tax matters Claim, or other Tax proceedings (ii) with respect the consent of the Parties, as the case may be. The Parties agree to Tax Matters relating to the Transferred Entities and the Transferred Assets and the Businesses or the transactions contemplated by this Agreement, including by providing access to relevant books and records and making employees of Sellers and Buyer or the Transferred Entities reasonably available to provide additional information and explanation of any materials provided hereunder. Notwithstanding anything else contained herein to the contrary, Buyer and Sellers each shall (a) retain all books and records with respect to Tax matters pertinent to each of the Transferred Entities and the Transferred Assets and the Businesses Acquired Group Companies relating to any Pre-Closing Tax Period taxable period beginning before the date of this Agreement until the expiration of the statute of limitations (taking into account and, to the extent notified by Buyer or Seller, any extensions thereof) applicable to such of the respective taxable periods, and to abide by all record retention agreements entered into with any Tax Authority. Buyer Authority and Sellers (b) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, shall cooperate allow the requesting party to take possession of such books and records (other than any information that Seller and cause their Affiliates Buyer, as applicable, reasonably believe to cooperate) in connection with all provisions under this Agreement related to Tax matters. Sellers shall reasonably cooperate with Buyer pursuant to this Section 6.10 to furnish to Buyer all information as may reasonably be required by Buyer or the Transferred Entities to timely file all Tax Returns of Transferred Entities for taxable periods ending on or before the Relevant Closing Date due after the Relevant Closing Dateprivileged).