Common use of Cooperation and Exchange of Information Clause in Contracts

Cooperation and Exchange of Information. Seller and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI or in connection with any audit or other proceeding in respect of Taxes of any Acquired Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired Company for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired Company for any taxable period beginning before the Closing Date, Seller or Buyer (as the case may be) shall provide the other Party with reasonable written notice and offer the other Party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller Member Representative, each Company and Buyer Verano shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any Acquired such Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller Member Representative, each Company and Buyer Verano shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired such Company for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired Company for any taxable period beginning before the Closing Date, Seller Member Representative, such Company or Buyer Verano (as the case may be) shall provide the other Party parties with reasonable written notice and offer the other Party parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller Stockholders’ Agent, Company and Buyer Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE VI Section 7 or in connection with any audit or other proceeding in respect of Taxes of any Acquired Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller Stockholders’ Agent, Company and Buyer Purchaser shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired Company for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired Company for any taxable period beginning before the Closing Date, Seller Stockholders’ Agent, Company or Buyer Purchaser (as the case may be) shall provide the other Party parties with reasonable written notice and offer the other Party parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other that would be necessary or useful in filing any Tax Return pursuant to this ARTICLE VI or in connection with any audit or other proceeding in respect of Taxes of any Acquired the Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired Company the ACFP Companies for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired Company the ACFP Companies for any taxable period beginning before the Closing Date, Seller or Buyer (as the case may be) shall provide the other Party party with reasonable written notice and offer the other Party party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller Sellers and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any the Acquired CompanyCompanies. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller Sellers and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any the Acquired Company Companies for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any the Acquired Company Companies for any taxable period beginning before the Closing Date, Seller Sellers or Buyer (as the case may be) shall provide the other Party party with reasonable written notice and offer the other Party party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller Sellers’ Representative and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any Acquired the Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller Sellers’ Representative and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date, Seller Sellers’ Representative or Buyer (as the case may be) shall provide the other Party party with reasonable written notice and offer the other Party party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI or in connection with any audit or other proceeding in respect of Taxes of any an Acquired Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any an Acquired Company for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any an Acquired Company for any taxable period beginning before the Closing Date, Seller or Buyer (as the case may be) shall provide the other Party party with reasonable written notice and offer the other Party party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller The Stockholder Representative, Matrix and Buyer Parent shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE VI VII or in connection with any audit or other proceeding in respect of Taxes of any Acquired CompanyMatrix. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller Stockholder Representative, Matrix and Buyer Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired Company Matrix for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired Company Matrix for any taxable period beginning before the Closing Date, Seller Stockholder Representative, Matrix or Buyer Parent (as the case may be) shall provide the other Party parties with reasonable written notice and offer the other Party parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller The Transferors and Buyer Acquiror shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Article 8 or in connection with any audit or other proceeding in respect of Taxes of any Acquired Companythe Group Companies. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller Transferor and Buyer Acquiror shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired Company the Group Companies for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired Company the Group Companies for any taxable period beginning before the Closing Date, Seller the Transferor or Buyer Acquiror (as the case may be) shall provide the other Party party with reasonable written notice and offer the other Party party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Section 7 or in connection with any audit or other proceeding in respect of Taxes of the Company or any Acquired CompanySubsidiary. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company or any Acquired Company Subsidiary for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company or any Acquired Company Subsidiary for any taxable period beginning before the Closing Date, Seller or Buyer (as the case may be) shall provide the other Party party with reasonable written notice and offer the other Party party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Each Seller and Buyer the Company shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Section 5.4 or in connection with any audit or other proceeding in respect of Taxes of any Acquired the Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authoritiesTaxing Authorities. Each of Seller and Buyer the Company shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date until the date seven (7) years following the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other Party Parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date, each Seller or Buyer the Parent (as the case may be) shall provide the other Party with reasonable written notice and offer the other Party Company or the Sellers’ Representative, as the case may be, the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller The Shareholder, the Company and Buyer 4Front shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any Acquired the Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller the Shareholder, the Company and Buyer 4Front shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date, Seller the Shareholder, the Company or Buyer 4Front (as the case may be) shall provide the other Party parties with reasonable written notice and offer the other Party parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller The Stockholder Representative, the Company and Buyer Parent shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any Acquired the Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller the Stockholder Representative, the Company and Buyer Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date, Seller the Stockholder Representative, the Company or Buyer Parent (as the case may be) shall provide the other Party parties with reasonable written notice and offer the other Party parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller Stockholders’ Agent, Company and Buyer Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE VI Article 8 or in connection with any audit or other proceeding in respect of Taxes of any Acquired Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller Stockholders’ Agent, Company and Buyer Purchaser shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired Company for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired Company for any taxable period beginning before the Closing Date, Seller Stockholders’ Agent, Company or Buyer Purchaser (as the case may be) shall provide the other Party parties with reasonable written notice and offer the other Party parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller Sellers and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI or in connection with any audit or other proceeding in respect of Taxes of any an Acquired Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers papers, and documents relating to rulings or other determinations by tax authorities. Each of Seller Sellers and Buyer shall retain all Tax Returns, schedules schedules, and work papers, records records, and other documents in its possession relating to Tax matters of any each Acquired Company for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying destroying, or discarding any Tax Returns, schedules schedules, and work papers, records records, and other documents in its possession relating to Tax matters of any an Acquired Company for any taxable period beginning before the Closing Date, Seller Sellers or Buyer (as the case may be) shall provide the other Party party with reasonable written notice and offer the other Party party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Stockholders, the Seller and the Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI or in connection with any audit or other proceeding in respect of Taxes of any Acquired the Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of the Stockholders, the Seller and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date, the Stockholders, the Seller or Buyer (as the case may be) shall provide the other Party parties with reasonable written notice and offer the other Party party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller The Shareholder and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Article 8 or in connection with any audit or other proceeding in respect of Taxes of any Acquired Companythe Group Companies. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller Shareholder and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired Company the Group Companies for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired Company the Group Companies for any taxable period beginning before the Closing Date, Seller the Shareholder or Buyer (as the case may be) shall provide the other Party party with reasonable written notice and offer the other Party party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Seller Parties and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI or in connection with any audit or other proceeding in respect of Taxes of any Acquired Companythe Company Group. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of the Seller Parties and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company Group for any taxable period beginning before the Closing Date, the Seller Parties or Buyer (as the case may be) shall provide the other Party party with reasonable written notice and offer the other Party party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller The Sellers and Buyer the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any Acquired CompanySMGE. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers papers, and documents relating to rulings or other determinations by tax authorities. Each of Seller the Sellers and Buyer the Purchaser shall retain all Tax Returns, schedules and work papers, records records, and other documents in its possession relating to Tax matters of any Acquired Company SMGE for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying destroying, or discarding any Tax Returns, schedules and work papers, records records, and other documents in its possession relating to Tax matters of any Acquired Company SMGE for any taxable period beginning before the Closing Date, Seller the Sellers or Buyer the Purchaser (as the case may be) shall provide the other Party party with reasonable written notice and offer the other Party party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Each of Parent, Seller and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any Acquired the Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Parent, Seller and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its their possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date, each of Parent, Seller or and Buyer (as the case may be) shall provide the other Party party with reasonable written notice and offer the other Party party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller The Company and Buyer the Parent shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE VI or in connection with any audit or other proceeding in respect of Taxes of any Acquired Companythe Company or the Parent. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller the Company and Buyer Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company or the Parent for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party Parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company or the Parent for any taxable period beginning before the Closing Date, Seller the Company or Buyer Parent (as the case may be) shall provide the other Party Parties with reasonable written notice and offer the other Party Parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller Sellers and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Article VII or in connection with any audit or other proceeding in respect of Taxes of any Acquired the Company. Such cooperation and information shall include include, but not be limited to, providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers papers, and documents relating to rulings or other determinations by tax authorities. Each of Seller and Buyer shall retain all Tax Returns, schedules and work papers, records records, and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying destroying, or discarding any Tax Returns, schedules and work papers, records records, and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning seven (7) years before the Closing Date, Seller Sellers or Buyer (as the case may be) shall provide the other Party Parties with reasonable written notice and offer the other Party Parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller The Investor, MTE and Buyer the Company shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE VI VII or in connection with any audit or other proceeding in respect of Taxes of any Acquired CompanyMTE. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller Investor, MTE and Buyer the Company shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired Company MTE for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired Company MTE for any taxable period beginning before the Closing Date, Seller Investor, MTE or Buyer the Company (as the case may be) shall provide the other Party parties with reasonable written notice and offer the other Party parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller Sellers and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI VII or in connection with any audit or other proceeding in respect of Taxes of the Company or any Acquired CompanySubsidiary. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller Sellers and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company or any Acquired Company Subsidiary for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company or any Acquired Company Subsidiary for any taxable period beginning before the Closing Date, Seller Sellers or Buyer (as the case may be) shall provide the other Party party with reasonable written notice and offer the other Party party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller The Sellers, the Sellers’ Representatives and Buyer the Buyers shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Article VII or in connection with any audit or other proceeding in respect of Taxes of any Acquired the Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller and Buyer the Buyers shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date, Seller the Sellers’ Representatives or the LP Buyer (as the case may be) shall provide the other Party party with reasonable written notice and offer the other Party party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Seller and Buyer the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any Acquired CompanyBSPI. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers papers, and documents relating to rulings or other determinations by tax authorities. Each of the Seller and Buyer the Purchaser shall retain all Tax Returns, schedules and work papers, records records, and other documents in its possession relating to Tax matters of any Acquired Company BSPI for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying destroying, or discarding any Tax Returns, schedules and work papers, records records, and other documents in its possession relating to Tax matters of any Acquired Company BSPI for any taxable period beginning before the Closing Date, the Seller or Buyer the Purchaser (as the case may be) shall provide the other Party party with reasonable written notice and offer the other Party party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller The Stockholder Representative and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI or in connection with any audit or other proceeding in respect of Taxes of any Acquired the Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authoritiesGovernmental Authorities. Each of Seller the Stockholder Representative and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date, Seller the Stockholder Representative or Buyer (as the case may be) shall provide the other Party party with reasonable written notice and offer the other Party party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller and Buyer Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI V or in connection with any audit or other proceeding in respect of Taxes of any Acquired Companyeither of the Companies. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller and Buyer Purchaser shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired Company the Companies for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired Company the Companies for any taxable period beginning before the Closing Date, Seller or Buyer Purchaser (as the case may be) shall provide the other Party party with reasonable written notice and offer the other Party party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller The Company Representative, the Company and Buyer Parent shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding Action in respect of Taxes of any Acquired the Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by applicable tax authorities. Each of Seller the Company Representative, the Company and Buyer Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning on or before the Closing Date, Seller the Company Representative, the Company or Buyer Parent (as the case may be) shall provide the other Party parties with reasonable written notice and offer the other Party parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller and Buyer Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Article 4 or in connection with any audit or other proceeding in respect of Taxes of any Acquired CompanyDCE and DCEMB. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller and Buyer Purchaser shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired Company DCE and DCEMB for any taxable period beginning before the Closing Effective Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired Company DCE and DCEMB for any taxable period beginning before the Closing Effective Date, Seller or Buyer Purchaser (as the case may be) shall provide the other Party party with reasonable written notice and offer the other Party party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller Sellers and Buyer Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Section 5.5 or in connection with any audit or other proceeding in respect of Taxes of any Acquired Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller Sellers and Buyer Purchaser shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired Company for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired Company for any taxable period beginning before the Closing Date, Seller Sellers or Buyer Purchaser (as the case may be) shall provide the other Party party with reasonable written notice and offer the other Party party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller The Stockholder Representative, the Company and Buyer Parent shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE VI Article VII or in connection with any audit or other proceeding in respect of Taxes of any Acquired the Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller Stockholder Representative, the Company and Buyer Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date, Seller Stockholder Representative, the Company or Buyer Parent (as the case may be) shall provide the other Party parties with reasonable written notice and offer the other Party parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Seller and Buyer the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any Acquired CompanyTKSI. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers papers, and documents relating to rulings or other determinations by tax authorities. Each of the Seller and Buyer the Purchaser shall retain all Tax Returns, schedules and work papers, records records, and other documents in its possession relating to Tax matters of any Acquired Company TKSI for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying destroying, or discarding any Tax Returns, schedules and work papers, records records, and other documents in its possession relating to Tax matters of any Acquired Company TKSI for any taxable period beginning before the Closing Date, the Seller or Buyer the Purchaser (as the case may be) shall provide the other Party party with reasonable written notice and offer the other Party party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller The Stockholder Representative, the Company and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE VI Article VII or in connection with any audit or other proceeding in respect of Taxes of any Acquired the Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller Stockholder Representative, the Company and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date, Seller Stockholder Representative, the Company or Buyer (as the case may be) shall provide the other Party parties with reasonable written notice and offer the other Party parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller Sellers and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Article VII or in connection with any audit or other proceeding in respect of Taxes of any Acquired the Company. Such cooperation and information shall include providing copies of relevant Tax Returns of the Company or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller Sellers and Buyer shall retain all Tax ReturnsReturns of the Company, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party Parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax ReturnsReturns of the Company, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date, Seller Sellers or Buyer (as the case may be) shall provide the other Party Parties with reasonable written notice and offer the other Party Parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller The Uniroyal Parties and Buyer the Company shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Article 6 or in connection with any audit or other proceeding in respect of Taxes of any Acquired CompanyUEP. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller Uniroyal Parties and Buyer the Company shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired Company UEP for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired Company UEP for any taxable period beginning before the Closing Date, Seller the Uniroyal Parties or Buyer the Company (as the case may be) shall provide the other Party party with reasonable written notice and offer the other Party party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Seller and Buyer the Purchasers shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any Acquired CompanyFTRK. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers papers, and documents relating to rulings or other determinations by tax authorities. Each of the Seller and Buyer the Purchasers shall retain all Tax Returns, schedules and work papers, records records, and other documents in its possession relating to Tax matters of any Acquired Company FTRK for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying destroying, or discarding any Tax Returns, schedules and work papers, records records, and other documents in its possession relating to Tax matters of any Acquired Company FTRK for any taxable period beginning before the Closing Date, the Seller or Buyer the Purchasers (as the case may be) shall provide the other Party party with reasonable written notice and offer the other Party party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller Shareholders and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE Article VI (Tax Matters) or in connection with any audit or other proceeding in respect of Taxes of any Acquired the Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller the Shareholders and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the First Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the First Closing Date, Seller Shareholders or Buyer (as the case may be) shall provide the other Party party with reasonable written notice and offer the other Party party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller SRAX, the Company, Parent and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE VI Article V or in connection with any audit or other proceeding in respect of Taxes of any Acquired the Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller SRAX, the Company and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date, Seller SRAX, the Company or Buyer (as the case may be) shall provide the other Party parties with reasonable written notice and offer the other Party parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller Sellers and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any Acquired Companythe Company and Cana Pharmaceuticals. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller and The Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company and Cana Pharmaceuticals for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company and Cana Pharmaceuticals for any taxable period beginning before the Closing Date, Seller or Buyer (as the case may be) shall provide the other Party party with reasonable written notice and offer the other Party party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller The Stockholder, the Company and Buyer Parent shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any Acquired the Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller the Stockholder, the Company and Buyer Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date, Seller the Stockholder, the Company or Buyer Parent (as the case may be) shall provide the other Party parties with reasonable written notice and offer the other Party parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Seller and Buyer the Purchasers shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any Acquired CompanyCPSL. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers papers, and documents relating to rulings or other determinations by tax authorities. Each of the Seller and Buyer the Purchasers shall retain all Tax Returns, schedules and work papers, records records, and other documents in its possession relating to Tax matters of any Acquired Company CPSL for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying destroying, or discarding any Tax Returns, schedules and work papers, records records, and other documents in its possession relating to Tax matters of any Acquired Company CPSL for any taxable period beginning before the Closing Date, the Seller or Buyer the Purchasers (as the case may be) shall provide the other Party party with reasonable written notice and offer the other Party party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller The Members, the Company and Buyer Parent shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE VI Article VIII or in connection with any audit or other proceeding Proceeding in respect of Taxes of any Acquired the Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller Members, the Company and Buyer Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date, Seller the Members, the Company or Buyer Parent (as the case may be) shall provide the other Party parties with reasonable written notice and offer the other Party parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Seller and Buyer the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any Acquired CompanyQSHI. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers papers, and documents relating to rulings or other determinations by tax authorities. Each of the Seller and Buyer the Purchaser shall retain all Tax Returns, schedules and work papers, records records, and other documents in its possession relating to Tax matters of any Acquired Company QSHI for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying destroying, or discarding any Tax Returns, schedules and work papers, records records, and other documents in its possession relating to Tax matters of any Acquired Company QSHI for any taxable period beginning before the Closing Date, the Seller or Buyer the Purchaser (as the case may be) shall provide the other Party party with reasonable written notice and offer the other Party party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller The Stockholder Representative, the Company and Buyer Parent shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE VI Article VII or in connection with any audit or other proceeding in respect of Taxes of any Acquired the Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller the Stockholder Representative, the Company and Buyer Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date, Seller the Stockholder Representative, the Company or Buyer Parent (as the case may be) shall provide the other Party parties with reasonable written notice and offer the other Party parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller The Member Representative, the Company and Buyer Parent shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any Acquired the Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller Member Representative, the Company and Buyer Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date, Seller Member Representative, the Company or Buyer Parent (as the case may be) shall provide the other Party parties with reasonable written notice and offer the other Party parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller Sellers and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI or in connection with any audit or other proceeding in respect of Taxes of the Company or any Acquired CompanySubsidiary. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller Sellers and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company or any Acquired Company Subsidiary for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company or any Acquired Company Subsidiary for any taxable period beginning before the Closing Date, Seller Sellers or Buyer (as the case may be) shall provide the other Party party with reasonable written notice and offer the other Party party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return or obtaining a Tax Refund pursuant to this ARTICLE VI Article VII or in connection with any audit or other proceeding in respect of Taxes of any Acquired the Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax Tax authorities. Each of Seller and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning on or before the Closing Date 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 extensions, except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date, Seller or Buyer (as the case may be) shall provide the other Party party with reasonable written notice and offer the other Party party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. Seller The Members, the Company and Buyer Parent shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE VI Article VII or in connection with any audit or other proceeding Action in respect of Taxes of any Acquired the Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller the Members, the Company and Buyer Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party Parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Acquired the Company for any taxable period beginning before the Closing Date, Seller the Members, the Company or Buyer Parent (as the case may be) shall provide the other Party Parties with reasonable written notice and offer the other Party Parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Seller and Buyer the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any Acquired CompanyFLHI. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers papers, and documents relating to rulings or other determinations by tax authorities. Each of the Seller and Buyer the Purchaser shall retain all Tax Returns, schedules and work papers, records records, and other documents in its possession relating to Tax matters of any Acquired Company FLHI for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying destroying, or discarding any Tax Returns, schedules and work papers, records records, and other documents in its possession relating to Tax matters of any Acquired Company FLHI for any taxable period beginning before the Closing Date, the Seller or Buyer the Purchaser (as the case may be) shall provide the other Party party with reasonable written notice and offer the other Party party the opportunity to take custody of such materials.