Common use of Assistance and Cooperation Clause in Contracts

Assistance and Cooperation. After the Closing Date, Platinum and Acquiror shall: (i) assist (and cause their respective affiliates to assist) each other in preparing any Tax Returns which Platinum is responsible for preparing and filing in accordance with Section 5.15(a) hereof, or which Acquiror is responsible for preparing and filing after the Closing Date; (ii) cooperate fully in preparing for any audits of, or disputes, contests or proceedings with, taxing authorities regarding any Tax Returns which relate to Target, Pilot or any Subsidiary; (iii) make available to each other and to any taxing authority as reasonably requested all information, records and documents relating to Tax liabilities which are attributable to Target, Pilot or any Subsidiary; (iv) preserve all such information, records and documents until the expiration of any applicable statutes of limitations or extensions thereof and as otherwise required by law; (v) make available to each other, as reasonably requested, personnel responsible for preparing or maintaining information, records and documents in connection with Tax matters; (vi) provide timely notice to the other in writing upon receipt of notice of any pending or threatened Tax audits or assessments relating to Platinum for any period beginning prior to the Closing Date; (vii) furnish the other with copies of all correspondence received from any Tax authority in connection with any Tax audit or information request with respect to any period beginning prior to the Closing Date; (viii) keep confidential any information obtained pursuant to this Section 5.16(c), except as may otherwise be necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax proceeding; and (ix) furnish each other with adequate information which would enable the other party to determine its entitlement to, and the amount of, any refund or credit to which either party reasonably believes the other party may be entitled.

Assistance and Cooperation. After the Closing DateEffective Time, Platinum TRW, the Sellers, QAD and Acquiror the Buyer shall: (i) assist (and cause their respective affiliates Affiliates to assist) each other in preparing any Tax Returns returns which Platinum is TRW and the Sellers are responsible for preparing and filing in accordance with Section 5.15(a6.6(a) hereof, or which Acquiror the Buyer is responsible for preparing and filing after the Closing Date; (ii) cooperate fully in preparing for any audits of, or disputes, contests or proceedings with, with taxing authorities regarding any Tax Returns returns which relate to Target, Pilot or any Subsidiaryan Acquired Entity; (iii) make available to each other and to any taxing authority as reasonably requested all information, records and documents relating to Tax liabilities which are attributable to Target, Pilot or any SubsidiaryAcquired Entity; (iv) preserve all such information, records and documents until the expiration of any applicable statutes of limitations or extensions thereof and as otherwise required by law; (v) make available to each other, as reasonably requested, personnel responsible for preparing or maintaining information, records and documents in connection with Tax matters; (vi) provide timely notice to the other in writing upon receipt of notice of any pending or threatened Tax audits or assessments relating to Platinum an Acquired Entity for any period beginning prior to the Closing DateEffective Time; (vii) furnish the other with copies of all correspondence received from any Tax authority in connection with any Tax audit or information request with respect to any period beginning prior to the Closing DateEffective Time; (viii) keep confidential any information obtained pursuant to this Section 5.16(c6.6(c), except as may otherwise be necessary in connection with the filing of Tax Returns returns or claims for refund or in conducting any audit or other Tax proceeding; and (ix) furnish each other with adequate information which would enable the other party to determine its entitlement to, and the amount of, any refund or credit to which either party reasonably believes the other party may be entitled.

Assistance and Cooperation. After the Closing Date, Platinum each of the Shareholders and Acquiror shall: (i) assist THK shall (and cause their respective affiliates to assistAffiliates to): (a) each assist the other party in preparing any Tax Returns which Platinum the other party is responsible for preparing and filing in accordance with Section 5.15(a) hereof, or which Acquiror is responsible for preparing and filing after the Closing Date10.1; (iib) cooperate fully in preparing for any audits of, or disputes, contests or proceedings with, disputes with taxing authorities regarding regarding, any Tax Returns which relate to Target, Pilot or any Subsidiaryof Vintacom; (iiic) make available to each the other and to any taxing authority as reasonably requested all information, records records, and documents relating to Tax liabilities which are attributable to Target, Pilot or any SubsidiaryTaxes of Vintacom; (iv) preserve all such information, records and documents until the expiration of any applicable statutes of limitations or extensions thereof and as otherwise required by law; (v) make available to each other, as reasonably requested, personnel responsible for preparing or maintaining information, records and documents in connection with Tax matters; (vid) provide timely notice to the other in writing upon receipt of notice of any pending or threatened Tax audits or assessments relating to Platinum of Vintacom for any period beginning prior to taxable periods for which the Closing Dateother may have a liability under this Article X; (viie) furnish the other with copies of all correspondence received from any Tax taxing authority in connection with any Tax audit or information request with respect to any period beginning prior to the Closing Datesuch taxable period; (viiif) keep confidential timely sign and deliver any information obtained pursuant certificates or forms necessary or appropriate to this Section 5.16(cestablish an exemption from (or otherwise reduce), except as may otherwise be necessary in connection with the filing of or file Tax Returns or claims for refund other reports with respect to, Taxes relating to sales, transfer and similar Taxes; (g) timely provide, to the other, powers of attorney or in conducting similar authorizations necessary to carry out the purposes of this Article X; (h) retain all books and records with respect to Tax matters pertinent to Vintacom relating to any audit or taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the other Tax proceedingparty, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority; and (ixi) furnish each give the other with adequate information which would enable party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, allow the other party to determine its entitlement to, take possession of such books and the amount of, any refund records or credit to which either party reasonably believes the other party may be entitledobtain copies of same.

Assistance and Cooperation. After the Closing Date, Platinum Seller, Shareholders and Acquiror Purchaser shall: (ia) assist (and cause their its respective affiliates Affiliates to assist) each the other parties in preparing any Tax Returns which Platinum such other party is responsible for preparing and filing in accordance with Section 5.15(a) hereof, or which Acquiror is responsible for preparing and filing after the Closing Datefiling; (iib) cooperate fully in preparing for any audits of, or disputes, contests or proceedings with, taxing authorities regarding any Tax Returns which relate to Target, Pilot Seller or any SubsidiaryPurchaser; (iiic) make available to each the other parties hereto and to any taxing authority Governmental Authority as reasonably requested all information, records and documents relating to Tax liabilities which are attributable to Target, Pilot Liabilities of such other party or any Subsidiaryparties; (ivd) preserve all such information, records and documents until the expiration of any applicable statutes of limitations or extensions thereof and as otherwise required by lawLaw; (ve) make available to each the other, as reasonably requested, personnel responsible for preparing or maintaining information, records and documents in connection with Tax matters; (vif) provide timely notice to the other in writing upon receipt of notice of any pending or threatened Tax audits or assessments relating to Platinum Seller for any period beginning prior to the Closing Date; (viig) furnish the other with copies of all correspondence received from any Tax authority Governmental Authority in connection with any Tax audit or information request with respect to any period beginning prior to the Closing Date; (viiih) keep confidential any information obtained pursuant to this Section 5.16(c)8.3, except as may otherwise be necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax proceeding; and (ixi) furnish each the other with adequate information which would enable the other party to determine its entitlement to, and the amount of, any refund or credit to which either party reasonably believes the other party may be entitled.

Assistance and Cooperation. After the Closing Date, Platinum each of Sellers and Acquiror shallBuyer (together with their respective Affiliates, including the Company and its Subsidiaries), at their own cost and expense, shall reasonably: (i1) assist (and cause their respective affiliates to assist) each the other party in preparing any Tax Returns and statements which Platinum such other party is responsible for preparing and filing in accordance with Section 5.15(a) hereof, or which Acquiror is responsible for preparing and filing after the Closing Datefiling; (ii2) cooperate fully in preparing for any Tax audits of, or disputes, contests or proceedings with, taxing authorities regarding any Tax Returns which relate to Target, Pilot or any SubsidiaryTaxes; (iii3) make available to each the other and to any taxing authority as reasonably requested all information, records and documents relating to Tax liabilities which that are attributable to Target, Pilot the Company and relate to or any Subsidiaryaffect periods beginning prior to the Effective Date; (iv4) preserve all such information, records and documents until the expiration of any applicable statutes statues of limitations or extensions thereof and as otherwise required by law; (v5) make available to each the other, as reasonably requested, personnel responsible for preparing or maintaining information, records and documents in connection with Tax matters; (vi) provide timely notice to the other in writing upon receipt of notice of any pending or threatened Tax audits or assessments relating to Platinum for any period beginning prior to the Closing Date; (vii6) furnish the other with copies of all correspondence received from any Tax taxing authority in connection with any Tax audit or information request attributable to the Company with respect to any period beginning prior to the Closing DatePre-Effective Date Tax Period; (viii7) keep confidential any information obtained pursuant to this Section 5.16(c5.4(g), except as may otherwise be necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax proceeding; and (ix) 8) furnish each the other with adequate information which that would enable the other party to determine its entitlement to, and the amount of, any refund or credit to which either party reasonably believes the other party may be entitled.. STOCK PURCHASE AGREEMENT 32 38

Assistance and Cooperation. (a) After the Closing DateClosing, Platinum the Vendor and Acquiror shall:the Purchaser shall (and shall cause their respective Representatives to): (i) assist (and cause their respective affiliates to assist) each other cooperate in preparing any Tax Returns which Platinum is responsible for preparing and filing in accordance with Section 5.15(a) hereof, or which Acquiror is responsible for preparing and filing after the Closing Date; (ii) cooperate fully a timely manner in preparing for any audits of, or disputes, contests or proceedings with, disputes with taxing authorities regarding regarding, any Tax Returns which relate to Target, Pilot or any Subsidiaryof the Corporation and the Subsidiaries; (iiiii) make available to each the other such Party and to any taxing authority in a timely manner as reasonably requested all information, records records, and documents relating to Tax liabilities which are attributable to Target, Pilot Taxes of the Corporation and the Subsidiaries or any Subsidiarytheir Assets or properties or the Businesses; (iv) preserve all such information, records and documents until the expiration of any applicable statutes of limitations or extensions thereof and as otherwise required by law; (v) make available to each other, as reasonably requested, personnel responsible for preparing or maintaining information, records and documents in connection with Tax matters; (viiii) provide timely notice to the other such Party in writing upon receipt of notice of any pending or threatened Tax audits or assessments relating to Platinum assessment of the Corporation or the Subsidiaries for any period beginning prior to a taxation year or other periods for which the Closing Dateother such Party may have a liability under this Article 8; (viiiv) within thirty (30) days of the receipt of a written request therefor, furnish the other such Party with copies of all correspondence received from any Tax taxing authority in connection with any Tax audit or information request with respect to any period beginning prior to such taxation year or other periods of the Closing DateCorporation or any of the Subsidiaries; (viiiv) keep confidential any information obtained pursuant timely provide to the other such Party powers of attorney or similar authorizations necessary to carry out the purposes of this Section 5.16(c), except as may otherwise be necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax proceedingArticle 8; and (ixvi) furnish each other use reasonable efforts to properly retain and maintain accounting and Tax records and information, in a timely manner consistent with adequate taxing authority guidelines, to the extent those records and information which would enable relate to the other party to determine its entitlement to, Corporation and the amount ofSubsidiaries or any of the Assets and other properties of the Businesses until one hundred twenty (120) days following the expiration of the applicable statute of limitations period. (b) The Purchaser shall notify and consult with the Vendor as reasonably practicable prior to taking any actions with respect to unwinding the BVI Structure, any refund or credit including with respect to which either party reasonably believes filing an election under subsection 80.01(4) of the other party may be entitledTax Act.

Assistance and Cooperation. After the Closing Date, Platinum each of Sears -------------------------- and Acquiror the Company shall: (ia) assist (and cause their its respective affiliates to assist) each the other party in preparing any Tax Returns which Platinum such other party is responsible for preparing and filing in accordance with Section 5.15(a) 5.3 hereof, or which Acquiror is responsible for preparing and filing after the Closing Date; (iib) cooperate fully in preparing for any audits of, or disputes, contests or proceedings with, taxing authorities regarding any Tax Returns which relate to Target, Pilot or any SubsidiaryWAH; (iiic) make available to each the other and to any taxing authority as reasonably requested all information, records and documents relating to Tax liabilities which are attributable to Target, Pilot or any SubsidiaryWAH; (ivd) preserve all such information, records and documents until the expiration of any applicable statutes of limitations or extensions thereof and as otherwise required by law; (ve) make available to each the other, as reasonably requested, personnel responsible for preparing or maintaining information, records and documents in connection with Tax matters; (vif) provide timely notice to the other in writing upon receipt of notice of any pending or threatened Tax audits or assessments relating to Platinum WAH for any period beginning prior to the Closing Dateperiod; (viig) furnish the other with copies of all correspondence received from any Tax taxing authority in connection with any Tax audit or information request with respect to any period beginning prior to the Closing Dateperiod; (viiih) keep confidential any information obtained pursuant to this Section 5.16(c)5.6, except as may otherwise be necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax proceeding; and (ixi) furnish each the other with adequate information which would enable the other party to determine its entitlement to, and the amount of, any refund or credit to which either party reasonably believes the other party may be entitled.

Assistance and Cooperation. After the Closing Date, Platinum each Party shall (and Acquiror shall:shall cause its respective Affiliates to): (ia) assist timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (and cause their respective affiliates to assistor otherwise reduce), or file Tax Returns or other reports with respect to, Taxes described in Section 11.02, as reasonably requested by the filing party; (b) each reasonably cooperate with the other Party in preparing any Tax Returns which Platinum such other Party is responsible for preparing and filing in accordance with Section 5.15(a) hereof, or which Acquiror is responsible for preparing and filing after the Closing Date7.03; (iic) reasonably cooperate fully in preparing for and defending any audits of, or disputesdisputes with Taxing Authorities regarding, contests or proceedings with, taxing authorities regarding any Tax Returns which relate to Target, Pilot or any SubsidiaryGEOG M&I; (iiid) make available to each the other Party and to any taxing authority Taxing Authority as reasonably requested all information, records records, and documents relating to Tax liabilities which are attributable to Target, Pilot or any SubsidiaryTaxes of the IST Business and GEOG M&I; (iv) preserve all such information, records and documents until the expiration of any applicable statutes of limitations or extensions thereof and as otherwise required by law; (v) make available to each other, as reasonably requested, personnel responsible for preparing or maintaining information, records and documents in connection with Tax matters; (vi) provide timely notice to the other in writing upon receipt of notice of any pending or threatened Tax audits or assessments relating to Platinum for any period beginning prior to the Closing Date; (viie) furnish the other Party with copies of all correspondence received from any Tax authority Taxing Authority in connection with any Tax audit or information request with respect to any period beginning prior Taxes or Tax Returns of GEOG M&I; provided, that the Buyer and its Affiliates shall only be obligated to furnish copies of such correspondence to the Closing Date; (viii) keep confidential any information obtained pursuant to this Section 5.16(c), except as may otherwise be necessary in connection with the filing of Tax Returns or claims for refund or in conducting any extent such audit or other Tax proceedinginformation request relates to Excluded Taxes; and (ixf) furnish each other with adequate information which cooperate in preparing (or procuring the preparation of) a valid election in respect of any Fixtures under the Capital ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, section 198 (the “Election”) if reasonably requested by Buyer, unless the making of such Election would enable have a materially adverse effect on the other party Tax affairs of either Party. It is further agreed that the aggregate amount of expenditure treated as incurred on the acquisition of the Fixtures shall be equal to determine its entitlement to, and the amount of, any refund or credit allocation of the purchase price under Section 7.02 to which either party reasonably believes the other party may be entitledFixtures.

Assistance and Cooperation. After the Closing Date, Platinum each party shall (and Acquiror shall:shall cause their respective affiliates, including Company and Subsidiaries, to): (i) assist (and cause their respective affiliates to assist) each the other party in preparing any Tax Returns which Platinum is responsible Returns, audit examinations and any administrative or judicial proceedings relating to Tax liabilities imposed on Seller, Purchaser, Company or any Subsidiary for preparing all Pre-Closing Periods or Straddle Periods including during normal business hours, the furnishing or making available of available of records, personnel (as reasonably required and filing in accordance with Section 5.15(a) hereofat no cost to the other party), books of account, powers of attorney or which Acquiror is responsible other materials necessary or helpful for preparing and filing after the Closing Datepreparation of such Tax Returns, the conduct of audit examinations or the defense of claims by Tax authorities or Governmental Bodies as to the imposition of Taxes; (ii) cooperate fully in preparing for any audits ofeach party shall retain all Tax Returns, schedules and work papers and all material records or disputes, contests or proceedings with, taxing authorities regarding any Tax Returns which relate to Target, Pilot or any Subsidiary; (iii) make available to each other and to any taxing authority as reasonably requested all information, records and documents relating to all Taxes of Purchaser, Company and the Subsidiaries for the Tax liabilities which are attributable to Target, Pilot or any Subsidiary; period first ending after the Closing Date and for all prior Tax periods until the later of (ivA) preserve all such information, records and documents until the expiration of any applicable statutes the statute of limitations of the Tax periods to which such Tax Returns and other documents relate, without regard to extension, except to the extent notified by the other party in writing of any such extensions for applicable Tax periods, or extensions thereof (B) seven years following the due date (without extension) for such Tax Returns, and as otherwise required by law; (v) make available to each otherof the parties shall maintain such Tax Returns, as reasonably requestedschedules, personnel responsible for preparing or maintaining informationwork papers, records and documents in connection with Tax matters; (vi) provide timely notice to the other in writing upon receipt of notice of any pending or threatened Tax audits or assessments relating to Platinum for any period beginning prior to the Closing Date; (vii) furnish the other with copies of all correspondence received from any Tax authority in connection with any Tax audit or information request with respect to any period beginning prior to the Closing Date; (viii) keep confidential any information obtained pursuant to this Section 5.16(c), except as may otherwise be necessary in connection same manner and with the filing of same care it uses in maintaining its Tax Returns or claims for refund or in conducting any audit or other Tax proceedingReturns, schedules, work papers, records and documents; and (ixiii) furnish each other with adequate information which would enable party shall give the other party reasonable written notice prior to determine its entitlement todestroying or discarding any such books or records and, and if the amount ofother party so requests, any refund or credit to which either party reasonably believes the other party may be entitledtake possession of such books and records.

Assistance and Cooperation. After the Closing Date, Platinum each of Seller and Acquiror shallBuyer (together with their respective Affiliates), at their own cost and expense, shall reasonably: (i1) assist (and cause their respective affiliates to assist) each the other Party in preparing any Tax Returns and statements which Platinum such other Party is responsible for preparing and filing in accordance with Section 5.15(a) hereof, or which Acquiror is responsible for preparing and filing after the Closing Datefiling; (ii2) cooperate fully in preparing for any Tax audits of, or disputes, contests or proceedings with, taxing authorities regarding any Tax Returns which relate to Target, Pilot or any SubsidiaryTaxes; (iii3) make available to each the other and to any taxing authority Tax Authority as reasonably requested all information, records and documents relating to Tax liabilities which that are attributable to Target, Pilot the Acquired Entities or any SubsidiaryACS Defense and relate to or affect periods beginning prior to the Effective Date; (iv4) preserve all such information, records and documents until the expiration of any applicable statutes statues of limitations or extensions thereof and as otherwise required by law; (v5) make available to each the other, as reasonably requested, personnel responsible for preparing or maintaining information, records and documents in connection with Tax matters; (vi) provide timely notice to the other in writing upon receipt of notice of any pending or threatened Tax audits or assessments relating to Platinum for any period beginning prior to the Closing Date; (vii6) furnish the other with copies of all correspondence received from any Tax authority Authority in connection with any Tax audit or information request attributable to the Acquired Entities or ACS Defense with respect to any period beginning prior to the Closing DatePre-Effective Date Tax Period; (viii7) keep confidential any information obtained pursuant to this Section 5.16(c5.4(g), except as may otherwise be necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax proceeding; and (ix) 8) furnish each the other with adequate information which that would enable the other party Party to determine its entitlement to, and the amount of, any refund or credit to which either party Party reasonably believes the other party Party may be entitled.

Assistance and Cooperation. After the Closing DateInitial Closing, Platinum each of Minto Delaware and Acquiror shall: (i) assist the Purchaser shall (and cause their respective affiliates to assistAffiliates to): (a) each assist the other party in preparing any Tax Returns which Platinum such other party is responsible for preparing and filing in accordance with Section 5.15(a) hereof, or which Acquiror is responsible for preparing and filing after the Closing Date9.1; (iib) cooperate fully in preparing for any audits of, or disputes, contests or proceedings with, disputes with taxing authorities regarding regarding, any Tax Returns which relate to Target, Pilot or any Subsidiaryof the Company; (iiic) make available to each the other and to any taxing authority as reasonably requested all information, records records, and documents relating to Tax liabilities which are attributable to Target, Pilot or any SubsidiaryTaxes of the Company; (iv) preserve all such information, records and documents until the expiration of any applicable statutes of limitations or extensions thereof and as otherwise required by law; (v) make available to each other, as reasonably requested, personnel responsible for preparing or maintaining information, records and documents in connection with Tax matters; (vid) provide timely notice to the other in writing upon receipt of notice of any pending or threatened Tax audits or assessments relating to Platinum of the Company for any period beginning prior to taxable periods for which the Closing Dateother may have a liability under this Article IX; (viie) furnish the other with copies of all correspondence received from any Tax taxing authority in connection with any Tax audit or information request with respect to any period beginning prior to the Closing Datesuch taxable period; (viiif) keep confidential any information obtained pursuant timely sign and deliver such certificates or forms as may be necessary or appropriate to this Section 5.16(cestablish an exemption from (or otherwise reduce), except as may otherwise be necessary in connection with the filing of or file Tax Returns or claims for refund or in conducting other reports with respect to, Taxes relating to sales, transfer and similar Taxes; (g) retain all books and records with respect to Tax matters pertinent to the Company relating to any audit or taxable period beginning before the Initial Closing until the expiration of the statute of limitations (and, to the extent notified by the other Tax proceedingparty, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority; and (ixh) furnish each give the other with adequate information which would enable party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, allow the other party to determine its entitlement to, take possession of such books and the amount of, any refund records or credit to which either party reasonably believes the other party may be entitledobtain copies of same.

Assistance and Cooperation. After the Closing Date, Platinum Each of Seller and Acquiror shallPurchaser (and -------------------------- their respective Affiliates) shall at their own expense: (ia) assist (and cause their respective affiliates to assist) each the other party in preparing any Tax Returns which Platinum such other party is responsible for preparing and filing in accordance with Section 5.15(a) hereof, or which Acquiror is responsible for preparing and filing after the Closing Datethis Article VIII; (iib) cooperate fully in preparing for any audits of, or disputesdisputes with Taxing authorities regarding, contests or proceedings with, taxing authorities regarding any Tax Returns which relate relating to Target, Pilot or any SubsidiaryCompany; (iiic) make available to each the other and to any taxing Taxing authority as reasonably requested all information, records records, and documents relating to Tax liabilities which are attributable to Target, Pilot or any SubsidiaryTaxes concerning Company; (iv) preserve all such information, records and documents until the expiration of any applicable statutes of limitations or extensions thereof and as otherwise required by law; (vd) make available to each other, the other and to any Taxing authority as reasonably requested, personnel responsible for preparing or maintaining information, records requested employees and documents in connection with Tax mattersindependent auditors to provide explanations and additional information relating to Taxes concerning Company; (vie) provide timely notice to the other in writing upon receipt of notice of any pending or threatened Tax audits audits, assessments or assessments relating Tax Proceedings with respect to Platinum Company for any period beginning prior to taxable periods for which the Closing Dateother may have a liability under this Article VIII; (viif) furnish the other with copies of all correspondence received from any Tax Taxing authority in connection with any Tax audit or information request Tax Proceedings with respect to any taxable period beginning prior to for which the Closing Date; (viii) keep confidential any information obtained pursuant to other may have a liability under this Section 5.16(c), except as may otherwise be necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax proceedingArticle VIII; and (ixg) furnish each other retain any books and records that could reasonably be expected to be necessary or useful in connection with adequate information which would enable Purchaser's or Seller's preparation, as the other case may be, of any Return, or for any Tax Proceeding. Such books and records shall be retained until the expiration of the applicable statute of limitations (including extensions thereof to the extent the party has been notified thereof); provided, however, that in the event a Tax Proceeding has been instituted prior to determine its entitlement tothe expiration of the applicable statute of limitations (or in the event of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the amount of, time for any refund or credit to which either party reasonably believes the other party may be entitledappeal has expired).

Assistance and Cooperation. After the Closing Date, Platinum Seller and Acquiror Purchaser shall: (ia) assist (and cause their respective affiliates Affiliates to assist) each the other in preparing any Tax Returns which Platinum is such other parties are responsible for preparing and filing in accordance with Section 5.15(a) 5.9 hereof, or which Acquiror is responsible for preparing and filing after the Closing Date; (iib) cooperate fully in preparing for any audits of, or disputes, contests or proceedings with, taxing authorities Taxing Authorities regarding any Tax Returns which relate to Target, Pilot or any SubsidiaryBusiness Entity and the Business; (iiic) make available to each the other and to any taxing authority Taxing Authority, as reasonably requested requested, all information, records and documents relating to Tax liabilities Liability which are attributable to Target, Pilot or any Subsidiarythe Purchased Entities; (ivd) preserve all such information, records and documents until the expiration of any applicable statutes of limitations or extensions thereof and as otherwise required by lawLaw and thereafter, each party shall first notify the other party of its intent to destroy such items and give such other party the opportunity to take such items before they are destroyed; (ve) make available to each the other, as reasonably requested, personnel responsible for preparing or maintaining information, records and documents in connection with Tax matters; (vi) provide timely notice to the other in writing upon receipt of notice of any pending or threatened Tax audits or assessments relating to Platinum for any period beginning prior to the Closing Date; (viif) furnish the other with copies of all correspondence received from any Tax authority Taxing Authority in connection with any Tax audit or information request with respect to any period beginning prior to the Closing Date; (viiig) keep confidential any information obtained pursuant to this Section 5.16(c)5.10, except as may otherwise be necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax proceeding; proceeding and; (ixh) furnish each the other with adequate information which would enable the other party to determine its entitlement to, and the amount of, any refund or credit to which either any party reasonably believes the other another party may be entitled.

Assistance and Cooperation. After the Closing Date, Platinum each of the Seller and Acquiror Purchaser shall: (i) assist (and cause their its respective affiliates Affiliates and representatives to assist) each assist the other party in preparing any Tax Returns and statements which Platinum such other party is responsible for preparing and filing in accordance with Section 5.15(a) hereof, or which Acquiror is responsible for preparing and filing after the Closing Datefiling; (ii) cooperate fully in preparing for any Tax audits of, or disputes, contests or proceedings with, taxing authorities regarding any Tax Returns which relate to Target, Pilot or any SubsidiaryTaxes; (iii) make available to each the other and to any taxing authority authority, as reasonably requested requested, all information, records and documents relating to Tax liabilities which that are attributable to Target, Pilot Outback and relate to or any Subsidiaryaffect periods beginning prior to the Closing Date; (iv) preserve all such information, records and documents until the expiration of any applicable statutes statues of limitations or extensions thereof and as otherwise required by lawLaw; (v) make available to each the other, as reasonably requested, personnel responsible for preparing or maintaining information, records and documents in connection with Tax matters; (vi) provide timely notice to the other in writing upon receipt of notice of any pending or threatened Tax audits or assessments relating to Platinum for any period beginning prior to the Closing Date; (vii) furnish the other with copies of all correspondence received from any Tax taxing authority in connection with any Tax audit or information request with respect to any period beginning prior to the Closing Datesuch period; (viiivii) keep confidential any information obtained pursuant to this Section 5.16(c7.3(g), except as may otherwise be necessary in connection with the filing of Tax Returns returns or claims for refund or in conducting any audit or other Tax proceeding; and (ixviii) furnish each the other with adequate information which would enable the other party to determine its entitlement to, and the amount of, any refund or credit to which either party reasonably believes the other party may be entitled.

Assistance and Cooperation. After the Closing Date, Platinum the Stockholders’ Representative, the Company and Acquiror Parent each shall, and shall cause their respective representatives and Affiliates, to: (i) assist (and cause their respective affiliates to assist) each the other party in preparing and filing any Tax Returns which Platinum such other party is responsible for preparing and and/or filing in accordance with this Section 5.15(a) hereof5.6, or which Acquiror is responsible for preparing and filing after including, without limiting the generality of the foregoing, the execution of Stockholders’ Pre-Closing DateReturns by proper officers of the Company; (ii) cooperate fully in preparing for maintain and make available to the other party, on such other party’s reasonable request, copies of any and all information, books and records necessary to prepare and/or file any Tax Return or to respond to audits ofby any Taxing Authority, or disputesto otherwise satisfy their Tax requirements for a period from and after the Closing of the longer of (A) seven years (or such longer period as required by applicable Legal Requirements) or (B) the full period of the applicable statute of limitations, contests or proceedings withincluding any extensions thereof, taxing authorities regarding any Tax Returns which relate with respect to Targetthe relevant Taxes. After the applicable period, Pilot or any SubsidiaryCompany may dispose of such information, books and records, provided that prior to such disposition, Company Stockholders shall give Parent the opportunity to take possession of such information, books and records; (iii) make available upon reasonable notice and without undue interruption to each other the business of such party or the Company and any Subsidiary, as the case may be, provide access during normal business hours to the books and records of such party or the Company and any taxing authority as reasonably requested all information, records and documents Subsidiary relating to Tax liabilities which are attributable to Target, Pilot or the Taxes of the Company and any Subsidiary; (iv) preserve all such information, records and documents until the expiration of any applicable statutes of limitations or extensions thereof and as otherwise required by law; (v) make available to each other, as reasonably requested, personnel responsible for preparing or maintaining information, records and documents in connection with Tax matters; (vi) provide timely notice to the other in writing upon receipt of notice of any pending or threatened Tax audits or assessments relating to Platinum for any period beginning Subsidiary prior to the Closing Date; (viiiv) promptly furnish the other party with copies of all correspondence received from any Tax authority Taxing Authority in connection with any Tax audit matter or information request with respect to any taxable period beginning prior to for which the Closing Date; (viii) keep confidential any information obtained pursuant to other party may have a liability under this Section 5.16(c), except as may otherwise be necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax proceeding5.6; and (ixv) furnish each other with adequate information which would enable timely provide to the other party powers of attorney or similar authorizations reasonably necessary to determine its entitlement to, and carry out the amount of, any refund or credit to which either party reasonably believes the other party may be entitledpurposes of this Section 5.6.

Assistance and Cooperation. After the Closing Date, Platinum each of the Sellers and Acquiror shallBuyer (together with their respective Affiliates), at their own cost and expense, shall reasonably: (i1) assist (and cause their respective affiliates to assist) each the other Party in preparing any Tax Returns and statements which Platinum such other Party is responsible for preparing and filing in accordance with Section 5.15(a) hereof, or which Acquiror is responsible for preparing and filing after the Closing Datefiling; (ii2) cooperate fully in preparing for any Tax audits of, or disputes, contests or proceedings with, taxing authorities Taxing Authorities regarding any Tax Returns which relate to Target, Pilot or any SubsidiaryTaxes; (iii3) make available to each the other and to any taxing authority Tax Authority as reasonably requested all information, records and documents relating to Tax liabilities which that are attributable to Target, Pilot AdvanceMed and relate to or any Subsidiaryaffect periods beginning prior to the Effective Date; (iv4) preserve all such information, records and documents until the expiration of any applicable statutes statues of limitations or extensions thereof and as otherwise required by law; (v5) make available to each the other, as reasonably requested, personnel responsible for preparing or maintaining information, records and documents in connection with Tax matters; (vi) provide timely notice to the other in writing upon receipt of notice of any pending or threatened Tax audits or assessments relating to Platinum for any period beginning prior to the Closing Date; (vii6) furnish the other with copies of all correspondence received from any Tax authority Authority in connection with any Tax audit or information request attributable to AdvanceMed with respect to any period beginning prior to the Closing DatePre-Effective Date Tax Period; (viii7) keep confidential any information obtained pursuant to this Section 5.16(c5.4(h), except as may otherwise be necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax proceeding; and (ix) 8) furnish each the other with adequate information which that would enable the other party Party to determine its entitlement to, and the amount of, any refund or credit to which either party Party reasonably believes the other party Party may be entitled.

Assistance and Cooperation. After the Closing Date, Platinum the Member and Acquiror the Purchaser shall: (i) assist (and cause their its respective affiliates Affiliates to assist) each ), to the extent reasonably necessary, the other party in preparing any Tax Returns which Platinum such other party is responsible for preparing and filing in accordance with Section 5.15(a) hereof, or which Acquiror is responsible for preparing and filing after the Closing Datefiling; (ii) cooperate fully in preparing for any audits ofby, or disputes, contests or proceedings with, taxing authorities regarding any Tax Returns which relate to Targetthe Company, Pilot the Business or any Subsidiarythe Purchaser; (iii) make available to each the other parties hereto and to any taxing authority Governmental Authority as reasonably requested all information, records and documents relating to Tax liabilities which are attributable to Target, Pilot Liabilities for Taxes of such other party or any Subsidiaryparties; (iv) preserve all such information, records and documents until the expiration of any applicable statutes of limitations or extensions thereof and as otherwise required by lawLaw; (v) make available to each other, as reasonably requested, personnel responsible for preparing or maintaining information, records and documents in connection with Tax matters; (vi) provide timely notice to the other parties in writing upon receipt of notice of any pending or threatened Tax audits or assessments relating to Platinum the Member, the Company or the Business for any period beginning prior to the Closing Date; (viivi) furnish the other with copies of all correspondence received from any Tax authority Governmental Authority in connection with any Tax audit or information request relating to the Member, the Company or the Business with respect to any period beginning prior to the Closing Date; (viiivii) keep confidential any information obtained pursuant to this Section 5.16(c)8.4, except as may otherwise be necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax proceeding; and (ixviii) furnish each the other party with adequate information information, to the extent reasonably available, which would enable the other party to determine its entitlement to, and the amount of, any refund or credit to which either party reasonably believes the other that party may be entitled.

Assistance and Cooperation. After the Closing Date, Platinum each of the Seller and Acquiror the Purchaser shall: (ia) assist (and cause their its respective affiliates Affiliates and Representatives to assist) each the other party in preparing any Tax Returns and statements which Platinum such other party is responsible for preparing and filing in accordance with Section 5.15(a) hereof, or which Acquiror is responsible for preparing and filing after the Closing Datefiling; (iib) cooperate fully in preparing for any Tax audits of, or disputes, contests or proceedings with, taxing authorities regarding any Tax Returns which relate to Target, Pilot or any SubsidiaryTaxes; (iiic) make available to each the other and to any taxing authority as reasonably requested all information, records and documents relating to Tax liabilities which that are attributable to Target, Pilot CE and relate to or any Subsidiaryaffect periods beginning prior to the Closing Date; (ivd) preserve all such information, records and documents until the expiration of any applicable statutes statues of limitations or extensions thereof and as otherwise required by law; (ve) make available to each the other, as reasonably requested, personnel responsible for preparing or maintaining information, records and documents in connection with Tax matters; (vi) provide timely notice to the other in writing upon receipt of notice of any pending or threatened Tax audits or assessments relating to Platinum for any period beginning prior to the Closing Date; (viif) furnish the other with copies of all correspondence received from any Tax taxing authority in connection with any Tax audit or information request with respect to any period beginning prior to the Closing Datesuch period; (viiig) keep confidential any information obtained pursuant to this Section 5.16(c)D.03.G., except as may otherwise be necessary in connection with the filing of Tax Returns returns or claims for refund or in conducting any audit or other Tax proceeding; and (ixh) furnish each the other with adequate information which would enable the other party to determine its entitlement to, and the amount of, any refund or credit to which either party reasonably believes the other party may be entitled.

Assistance and Cooperation. After The parties agree that, after the Closing Date, Platinum and Acquiror shall: (ia) assist Each party shall cooperate fully in assisting (and causing their respective Affiliates to assist) the other party in preparing any Tax Returns that such other party is responsible for preparing and filing; (b) The parties shall cooperate fully (and cause their respective affiliates Affiliates to assistcooperate fully) each other in preparing any Tax Returns which Platinum is responsible for preparing and filing in accordance with Section 5.15(a) hereof, or which Acquiror is responsible for preparing and filing after the Closing Date; (ii) cooperate fully in preparing for any audits ofTax Audits, or disputesdisputes with Tax Authorities, contests or proceedings with, taxing authorities regarding relating to any Tax Returns which relate or Taxes on or with respect to Target, Pilot the Purchased Assets or any Subsidiaryof the Purchased Entities, including providing access to relevant books and records relating to Taxes at issue; (iiic) The parties shall make available (and cause their respective Affiliates to make available) to each other and to any taxing authority as reasonably requested all information, relevant books and records and documents relating to Tax liabilities which are attributable to Target, Pilot or any SubsidiaryTaxes; (ivd) preserve Each party shall promptly furnish the Tax Representative of the other party with copies of all relevant correspondence received by such information, party or its Affiliates from any Tax Authority in connection with any liability for Taxes for which such other party may have an indemnification obligation under this Agreement; (e) The Purchasers will retain (and will cause the Purchased Entities to retain) copies of all Tax Returns and books and records and documents with respect to Taxes for which the Sellers may have an indemnification obligation under this Agreement until the expiration of any the applicable statutes statute of limitations or extensions thereof of the respective taxable periods to which such obligation may relate, and as otherwise required to abide by law; (v) make available to each other, as reasonably requested, personnel responsible for preparing or maintaining information, records and documents in connection with Tax matters; (vi) provide timely notice to the other in writing upon receipt of notice of any pending or threatened Tax audits or assessments relating to Platinum for any period beginning prior to the Closing Date; (vii) furnish the other with copies of all correspondence received from any Tax authority in connection record retention agreements entered into with any Tax audit or information request Authority with respect to any period beginning prior to the Closing Date; (viii) keep confidential any information obtained pursuant to this Section 5.16(c), except as may otherwise be necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit or other Tax proceedingthereto; and (ixf) furnish each other with adequate information which would enable Except as otherwise provided in this Agreement, the party requesting assistance or cooperation shall bear the other party’s (or its Affiliates’) out-of-pocket expenses in complying with such request to the extent that those expenses are attributable to fees and other costs of unaffiliated third-party to determine its entitlement to, and the amount of, any refund or credit to which either party reasonably believes the other party may be entitledservice providers.