Common use of Cooperation and Exchange of Information Clause in Contracts

Cooperation and Exchange of Information. Seller and Purchaser shall provide each other with such cooperation and information as either of them or their respective Affiliates may reasonably request of the other in filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any contest in respect of Taxes (a “Tax Contest”). 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 party and its Affiliates shall make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Each of Seller and Purchaser shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Business for each Tax period first ending after the Closing Date and for all prior Tax periods until the later of (i) the expiration of the statute of limitations of the Tax period to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified in writing of such extensions for the respective Tax periods, and (ii) three years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 7.03 shall be kept confidential except as otherwise may be necessary in connection with the filing of Tax Returns or claims for Tax refunds or in conducting a contest or as otherwise may be required by Applicable Law or the rules of any stock exchange. Seller shall promptly notify Purchaser if, as a result of the amendment of any Tax Return, any claim or assessment by any Tax authority or any other cause, the Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Seller, the Ceding Company of any of its Affiliates as of the Closing Date (immediately prior to the Closing) with respect to the Ceded Insurance Contracts, and shall provide Purchaser updated information of such reserves. Upon receipt of such information, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with the principles of Section 7.01.

Cooperation and Exchange of Information. Seller and Purchaser shall (a) The parties hereto will provide each the other parties (at no charge) with such cooperation and information as either of them may be reasonably requested in preparing or their respective Affiliates may reasonably request of the other in finalizing any financial statements or accounting records or filing any Tax Return, amended Tax Return or claim for Tax refund, determining a any liability for Taxes or a right to a Tax refund, refund of Taxes or participating in or conducting any contest audit or other proceeding in respect of Taxes (a “Tax Contest”)relating to the Purchased Assets or the Business. Such cooperation and information shall include providing reasonable access to accounting systems and records and providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, schedules and related work papers and documents relating to rulings or other determinations by Tax Authoritiestaxing authorities. Each party of the parties will make themselves (and its Affiliates shall make its their respective employees available and Representatives) reasonably available, on a basis mutually convenient to both parties basis, to provide explanations of any documents or information provided hereunderunder this Section 5.09(a) and to provide reasonable assistance with the preparation or finalization of any financial statements or accounting records and shall enter into a reasonable transition agreement which allows Sellers to utilize certain agreed-upon employees of Purchaser for this purpose in consideration of a reasonable fee to be paid through Sellers’ bankrupt estate. Each of Seller and Purchaser shall the parties will retain all Tax Returns, schedules and work papers, papers and all material records and or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of relevant to the Purchased Assets or the Business for each Tax the taxable period first ending after the Closing Date and for all prior taxable periods (the “Tax periods Documents”) until the later of (i) the expiration of the statute of limitations of the Tax period taxable periods to which such Tax Returns and other documents relate, without regard to extensions except extensions. After such time or at any other time when the parties want to dispose the Tax Documents, before any of the parties shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given the opportunity, after 90 days’ prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). In the event that a Seller is liquidated or otherwise ceases to be a going concern prior to the extent notified expiration of the period described in writing the second preceding sentence and such Seller’s Tax Documents are not retained by any such Seller’s Affiliate, such Seller shall offer the Purchaser the opportunity described in the preceding sentence (with 90 days’ prior written notice or such shorter period of notice as may be practicable) to remove and retain Tax Documents (at Purchaser’s expense) and such Seller may then dispose of any such documents not removed by the Purchaser. If it is not practical to give the other party the right to retain Tax Documents, the other party may instead be given a reasonable opportunity to make copies, at its own expense of such extensions for the respective Tax periods, and (ii) three years following the due date (without extension) for such Tax ReturnsDocuments. Any information obtained under this Section 7.03 5.09(a) shall be kept confidential confidential, except as otherwise may be necessary otherwise required in connection with the filing of Tax Returns or claims for Tax refunds refund or in conducting a contest an audit or as otherwise may be required by Applicable Law or the rules of any stock exchange. Seller shall promptly notify Purchaser if, as a result of the amendment of any Tax Return, any claim or assessment by any Tax authority or any other cause, the Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Seller, the Ceding Company of any of its Affiliates as of the Closing Date (immediately prior to the Closing) with respect to the Ceded Insurance Contracts, and shall provide Purchaser updated information of such reserves. Upon receipt of such information, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with the principles of Section 7.01proceeding.

Cooperation and Exchange of Information. Seller Sellers and Purchaser shall provide each other with such cooperation and information as either of them or their respective Affiliates reasonably may reasonably request of the other in filing any Tax Return, amended Tax Return return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, refund of Taxes or participating in or conducting any contest audit or other proceeding in respect of Taxes (a “Tax Contest”)Taxes. Such cooperation and information shall include providing copies of all relevant Tax Returns or portions thereofReturns, together with accompanying schedulesschedules and related workpapers, related work papers and documents relating to rulings or other determinations by Tax AuthoritiesTaxing Authorities and records concerning the ownership and tax basis of property, which either party may possess. Each party and its Affiliates shall make its employees available on a basis mutually convenient to both parties basis to provide explanations explanation of any documents or information provided hereunder. Notwithstanding the foregoing, neither party shall be required to prepare any documents (except tax data packages referred to below), or determine any information not then in its possession, in response to a request under this Section 5.15(e). Except as otherwise provided in this Agreement, the party requesting assistance hereunder shall reimburse the other for any reasonable out-of-pocket costs incurred in providing any return, document or other written information upon receipt of reasonable documentation of such costs, and shall compensate the other for any reasonable costs (excluding wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Each of Seller party will retain and Purchaser shall retain maintain all Tax Returns, schedules and work papersworkpapers and all material records, records computer software and data maintained there under, or other documents in its possession relating to Tax matters of the Business for each Tax period first ending after the Closing Date and for all prior Tax periods thereto, until the later of (i) the expiration of the statute of limitations (including extensions) of the Tax period taxable years to which such Tax Returns returns and other documents relaterelate and, without regard to extensions except unless such returns and other documents are offered to the extent notified other party, until the final determination of any payments which may be required in writing respect of such extensions for years under this Agreement and to give the respective Tax periodsother party reasonable notice prior to transferring, destroying or discarding any such book and (ii) three years following records or computer software and data maintained there under, and, if the due date (without extension) for other party so requests, shall allow the other party to take possession of such Tax Returnsbooks and records or computer software and data maintained there under. Any information obtained under this Section 7.03 5.15(e) shall be kept confidential confidential, except as otherwise may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refunds refund or in conducting a contest any audit or as otherwise may be other proceeding. Purchaser and the Transferred Entities shall at their own cost and expense fully and accurately complete in all material respects and submit any tax data packages in respect of Tax periods or portions thereof ending prior to the Closing Date reasonably required by Applicable Law Sellers to satisfy their Tax Return filing obligations within the time periods reasonably requested by the tax department of Honeywell consistent with past practices. Purchaser and Sellers further agree, upon request, to use their commercially reasonable best efforts to obtain any certificate or the rules of other document from any stock exchange. Seller shall promptly notify Purchaser if, as a result of the amendment of any Tax Return, any claim or assessment by any Tax authority Governmental Authority or any other causeperson as may be necessary to mitigate, the reduce or eliminate any Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Sellerthat could be imposed (including, the Ceding Company of any of its Affiliates as of the Closing Date (immediately prior to the Closing) but not limited to, with respect to the Ceded Insurance Contracts, and shall provide Purchaser updated information of such reserves. Upon receipt of such information, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with the principles of Section 7.01transactions contemplated hereby).

Cooperation and Exchange of Information. Seller Parent and Purchaser shall provide provide, or cause to be provided to, each other with such cooperation and information as either of them or their respective Affiliates reasonably may reasonably request of the other in filing any Tax Return, an amended Tax Return return or claim for Tax refund, determining a liability for Taxes Taxes, including any VAT liability in connection with the transactions contemplated in this Agreement, or a right to a Tax refund, refund of Taxes or participating in or conducting any contest audit or other proceeding in respect of Taxes (a “Tax Contest”)Taxes. Such cooperation and information shall include providing copies of all relevant Tax Returns or portions thereofReturns, together with accompanying schedulesschedules and related workpapers, related work papers and documents relating to rulings or other determinations by Tax Authoritiestaxing authorities and records concerning the ownership and tax basis of property, which either party may possess. Each party and its Affiliates shall make its employees available on a basis mutually convenient to both parties basis to provide explanations explanation of any documents or information provided hereunder. Notwithstanding the foregoing, no party shall be required to prepare any documents (except tax data packages referred to below), or determine any information not then in its possession, in response to a request under this Section 10.3(h). Except as otherwise provided in this Agreement, the party requesting assistance hereunder shall reimburse the other for any reasonable out-of-pocket costs incurred in providing any return, document or other written information, and shall compensate the other for any reasonable costs (excluding wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Each of Seller party will retain and Purchaser shall retain maintain all Tax Returnsreturns, schedules and work papersworkpapers and all material records, records computer software and data maintained thereunder, or other documents in its possession relating to Tax matters of the Business for each Tax period first ending after the Closing Date and for all prior Tax periods thereto, until the later of (i) the expiration of the statute of limitations (including extensions) of the Tax period taxable years to which such Tax Returns returns and other documents relaterelate and, without regard to extensions except unless such returns and other documents are offered to the extent notified other party, until the final determination of any payments which may be required in writing respect of such extensions for years under this Agreement and to give the respective Tax periodsother party reasonable notice prior to transferring, destroying or discarding any such books and (ii) three years following records or computer software and data maintained thereunder, and, if the due date (without extension) for other party so requests, shall allow the other party to take possession of such Tax Returnsbooks and records or computer software and data maintained thereunder. Any information obtained under this Section 7.03 10.3(h) shall be kept confidential confidential, except as otherwise may be otherwise necessary in connection with the filing of Tax Returns returns or claims for Tax refunds refund or in conducting a contest any audit or as otherwise may be other proceeding. Purchaser and the Transferred Entities shall, at their own cost and expense, fully and accurately complete and submit any tax data packages required by Applicable Law Sellers within the time periods established by the tax department of Seller Parent consistent with past practices. Purchaser and Seller Parent further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or the rules of other document from any stock exchange. Seller shall promptly notify Purchaser if, as a result of the amendment of any Tax Return, any claim or assessment by any Tax authority Governmental Authority or any other causeperson as may be necessary to mitigate, the reduce or eliminate any Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Sellerthat could be imposed (including, the Ceding Company of any of its Affiliates as of the Closing Date (immediately prior to the Closing) but not limited to, with respect to the Ceded Insurance Contracts, and shall provide Purchaser updated information of such reserves. Upon receipt of such information, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with the principles of Section 7.01transactions contemplated hereby).

Cooperation and Exchange of Information. Seller (a) Each of MMI Holdings and Purchaser CST Holdings shall, and shall provide cause each other with such cooperation and information as either of them or their respective Affiliates may reasonably request appropriate member of the other in filing any Tax ReturnMMI Group and the CST Group, amended Tax Return or claim for Tax refundrespectively, determining a liability for Taxes or a right to a Tax refundprepare and submit to Stream, or participating in or conducting any contest in respect of Taxes (a “Tax Contest”). Such cooperation at MMI Holdings' and information shall include providing copies of relevant Tax Returns or portions thereofCST Holdings' expense, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by Tax Authorities. Each party and its Affiliates shall make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Each of Seller and Purchaser shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Business for each Tax period first ending after the Closing Date and for all prior Tax periods until the later of (i) the expiration not later than March 1 of the statute of limitations of taxable year following the taxable year or period that includes the Drop-down Date, all information as Stream shall reasonably request to enable Stream to file extension requests with respect to the Stream consolidated federal income Tax period Return and with respect to which such any state and local combined or unitary corporate income Tax Returns and other documents relate, without regard to extensions except to the extent notified in writing of such extensions for the respective Tax periodstaxable year or period that includes the Drop-down Date, and (ii) three years not later than July 31 of the taxable year following the due date taxable year or period that includes the Drop-down Date, all information as Stream shall reasonably request to enable Stream to file the Stream consolidated federal income Tax Return and any state and local combined or unitary corporate income Tax Returns for the taxable year or period that includes the Drop-down Date. Representatives of MMI Holdings and CST Holdings shall meet with representatives of Stream from time to time (without extensionbut no more frequently than monthly) for such Tax Returns. Any as requested by Stream to discuss the status of the preparation of the information obtained under set forth in clauses (i) and (ii) of this Section 7.03 shall be kept confidential except as otherwise may be necessary in connection with the filing of Tax Returns or claims for Tax refunds or in conducting a contest or as otherwise may be required by Applicable Law or the rules of any stock exchange4.03(a). Seller shall promptly notify Purchaser ifIf, as a result of any such meeting, Stream reasonably determines that it is likely that MMI Holdings or CST Holdings will not be able to perform its obligations under this Section 4.03(a) in a timely manner, then Stream shall have the amendment of any Tax Return, any claim or assessment by any Tax authority or any other cause, the Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Seller, the Ceding Company of any right to engage a certified public accounting firm of its Affiliates choice to gather such information and the MMI Group or the CST Group, as of the Closing Date (immediately prior case may be, shall permit any such accounting firm full access to the Closing) with respect to the Ceded Insurance Contracts, and shall provide Purchaser updated all appropriate records or other information in its possession. The expenses of such reserves. Upon receipt of such informationaccounting firm shall be borne equally by Stream and MMI Holdings or CST Holdings, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with as the principles of Section 7.01case may be.

Cooperation and Exchange of Information. Seller The Seller, the Purchaser and Purchaser shall the Publishing Subsidiaries will provide each other with such cooperation and information as either any of them or their respective Affiliates reasonably may reasonably request of the other another in filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, refund of Taxes or participating in or conducting any contest audit or other proceeding in respect of Taxes (a “Tax Contest”)Taxes. Such cooperation and information shall include the preparation of tax packages for the Seller in substantially the same form and at the same time in which such information customarily was provided to the Seller in previous Tax periods and providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, schedules and related work papers and documents relating to rulings or other determinations by Tax Authoritiesauthorities. Each such party and its Affiliates shall make its employees available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided hereunder. Subject to the preceding sentence, each party required to file Tax Returns pursuant to this Agreement shall bear all costs of filing such Tax Returns. Each of Seller and Purchaser shall such party will retain all Tax Returns, schedules and work papers, papers and all material records and or other documents in its possession relating to Tax matters of the Business Publishing Subsidiaries for each their Tax period first ending after the Closing Date and for all prior Tax periods until the later of (ia) the expiration of the statute of limitations of the Tax period periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by another party in writing of such extensions for the respective Tax periods, and or (iib) three eight years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 7.03 shall be kept confidential except as otherwise may be necessary in connection with the filing of Tax Returns or claims for Tax refunds or in conducting a contest or as otherwise may be required by Applicable Law or the rules of any stock exchange. Seller shall promptly notify Purchaser if, as a result of the amendment of any Tax Return, any claim or assessment by any Tax authority or any other cause, the Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Seller, the Ceding Company of any of its Affiliates as of the Closing Date (immediately prior to the Closing) with respect to the Ceded Insurance Contracts, and shall provide Purchaser updated information of such reserves. Upon receipt of such information, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with the principles of Section 7.01.Tax

Cooperation and Exchange of Information. Seller Sellers and Purchaser shall provide each other with such cooperation and information as either of them or their respective Affiliates reasonably may reasonably request of the other in filing any Tax Return, amended Tax Return return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, refund of Taxes or participating in or conducting any contest audit or other proceeding in respect of Taxes (a “Tax Contest”)Taxes. Such cooperation and information shall include providing copies of all relevant Tax Returns or portions thereofReturns, together with accompanying schedulesschedules and related workpapers, related work papers and documents relating to rulings or other determinations by Tax AuthoritiesTaxing Authorities and records concerning the ownership and tax basis of property, which either party may possess. Each party and its Affiliates shall make its employees available on a basis mutually convenient to both parties basis to provide explanations explanation of any documents or information provided hereunder. Notwithstanding the foregoing, neither party shall be required to prepare any documents (except tax data packages referred to below), or determine any information not then in its possession, in response to a request under this Section 5.14(g). Except as otherwise provided in this Agreement, the party requesting assistance hereunder shall reimburse the other for any reasonable out-of-pocket costs incurred in providing any return, document or other written information, and shall compensate the other for any reasonable costs (excluding wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Each of Seller party will retain and Purchaser shall retain maintain all Tax Returnsreturns, schedules and work papersworkpapers and all material records, records computer software and data maintained there under, or other documents in its possession relating to Tax matters of the Business for each Tax period first ending after the Closing Date and for all prior Tax periods thereto, until the later of (i) the expiration of the statute of limitations (including extensions) of the Tax period taxable years to which such Tax Returns returns and other documents relaterelate and, without regard to extensions except unless such returns and other documents are offered to the extent notified other party, until the final determination of any payments which may be required in writing respect of such extensions for years under this Agreement and to give the respective Tax periodsother party reasonable notice prior to transferring, destroying or discarding any such book and (ii) three years following records or computer software and data maintained there under, and, if the due date (without extension) for other party so requests, shall allow the other party to take possession of such Tax Returnsbooks and records or computer software and data maintained thereunder. Any information obtained under this Section 7.03 5.14(g) shall be kept confidential confidential, except as otherwise may be otherwise necessary in connection with the filing of Tax Returns returns or claims for Tax refunds refund or in conducting a contest any audit or as otherwise may be other proceeding. Purchaser and the Transferred Entities shall fully and accurately complete and submit any tax data packages required by Applicable Law Sellers within the time periods established by the tax department of Chemtura consistent with past practices, provided that Purchaser and the Transferred Entities shall be entitled to reimbursement by the Sellers for reasonable incremental out-of-pocket costs and expenses incurred in the preparation of such data packages. Purchaser and Sellers further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or the rules of other document from any stock exchange. Seller shall promptly notify Purchaser if, as a result of the amendment of any Tax Return, any claim or assessment by any Tax authority Governmental Authority or any other causeperson as may be necessary to mitigate, the reduce or eliminate any Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Seller, the Ceding Company of any of its Affiliates as of the Closing Date that could be imposed (immediately prior to the Closing) including with respect to the Ceded Insurance Contracts, and shall provide Purchaser updated information of such reserves. Upon receipt of such information, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with the principles of Section 7.01transactions contemplated hereby).

Cooperation and Exchange of Information. Seller The Bennetts and Purchaser shall the AINC Parties will provide each other with such cooperation and information (including the relevant portions of books and records) as either of them or their respective Affiliates reasonably may reasonably request of the other in filing any Tax ReturnReturn pursuant to this Article VII or in connection with any Tax Claim, amended Tax Return audit or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any contest other proceeding in respect of Taxes Taxes, tax items or Tax Returns of the Remington Companies, including the execution of any power of attorney that is reasonably required in connection with a Tax Claim controlled by the Xxxxxxx Appointees pursuant to Section 7.05 and information related to any imputed underpayment within the meaning of Section 6225 of the Code (a “Tax Contest”including, at the request of the Xxxxxxx Appointees, any information required to file an amended return pursuant to Section 6225(c)(2) of the Code). Such cooperation and information shall will also include the AINC Parties 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 (or applicable portions thereof). New Holdco will retain all Tax Authorities. Each party Returns, schedules and work papers, records and other documents in its Affiliates shall make its employees available on a basis mutually convenient to both parties to provide explanations possession (or in the possession of any AINC Party) relating to Tax matters of any Remington 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. Prior to transferring, destroying or information provided hereunder. Each of Seller and Purchaser shall retain all discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Business any Remington Companies for each Tax any taxable period first ending after beginning before the Closing Date Date, the AINC Parties will provide the Xxxxxxx Appointees with reasonable written notice and for all prior Tax periods until offer the later Xxxxxxx Appointees the opportunity to take custody of (i) the expiration of the statute of limitations of the Tax period to which such Tax Returns and other documents relate, without regard to extensions except materials. Notwithstanding anything to the extent notified contrary in writing of such extensions for this Agreement, in no event shall the respective Tax periods, and (ii) three years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 7.03 shall Bennetts be kept confidential except as otherwise may be necessary in connection with the filing of required to provide their personal Tax Returns or claims for Tax refunds or in conducting a contest or as otherwise may be required by Applicable Law or the rules of workpapers related thereto to any stock exchange. Seller shall promptly notify Purchaser if, as a result of the amendment of any Tax Return, any claim or assessment by any Tax authority or any other cause, the Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Seller, the Ceding Company of any of its Affiliates as of the Closing Date (immediately prior to the Closing) with respect to the Ceded Insurance Contracts, and shall provide Purchaser updated information of such reserves. Upon receipt of such information, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with the principles of Section 7.01Person.

Cooperation and Exchange of Information. The Owners, Seller and Purchaser Buyer shall provide each other with such cooperation and information as either of them or their respective Affiliates reasonably may reasonably request of the other (and Buyer shall cause the Company to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, refund of Taxes or participating in or conducting any contest audit or other proceeding in respect of Taxes (a “Tax Contest”)Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by taxing authorities, and to make commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax Authoritiesthat is or otherwise would be imposed absent such certificate or document (including with respect to the transactions contemplated hereby). Each party The Seller and its Affiliates Buyer shall make themselves (and, in the case of Buyer, its employees employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided hereunderunder this Section 8.3. Each Notwithstanding anything to the contrary in this Agreement, each of Seller the Seller, the Owners, and Purchaser the Buyer shall retain all Tax Returns, schedules work papers and work papers, all material records and or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the Business Company for each Tax any taxable period first ending after that includes the date of the Closing Date and for all prior Tax taxable periods until the later of (i) the expiration of the statute of limitations of the Tax period taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified in writing of such extensions for the respective Tax periods, and or (ii) three six years following the due date (without extension) for such Tax Returns. After such time, before the Seller or the Buyer disposes of, or permits any of its Affiliates to dispose of, any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after 90 calendar days’ prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.03 8.3 shall be kept confidential confidential, except as otherwise may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refunds refund or in conducting a contest an audit or as otherwise may be required by Applicable Law or the rules of any stock exchangeother proceeding relating to Taxes. Seller shall promptly notify Purchaser if, as a result of the amendment of any Tax Return, any claim or assessment by any Tax authority or any other cause, the Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Seller, the Ceding Company of any of its Affiliates as of the Closing Date (immediately prior to the Closing) with respect to the Ceded Insurance Contracts, and shall provide Purchaser updated information of such reserves. Upon receipt of such information, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with the principles of Section 7.01.g)

Cooperation and Exchange of Information. Seller The Seller, the Purchaser and Purchaser shall the Company will provide each other (and in the case of the Purchaser and the Company, shall provide any Person designated by the Seller) with such cooperation and information as either any of them or their respective Affiliates reasonably may reasonably request of the other another in filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, refund of Taxes or participating in or conducting any contest audit or other proceeding in respect of Taxes (a “Tax Contest”)Taxes. Such cooperation and information shall include the preparation of tax packages for the Seller (or its designee) in substantially the same form and at the same time in which such information customarily was provided to the Seller or Viacom in previous Tax periods and providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, schedules and related work papers and documents relating to rulings or other determinations by Tax Authoritiesauthorities. Each such party and its Affiliates shall make its employees available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided hereunder. Each of Seller and Purchaser shall such party will retain all Tax Returns, schedules and work papers, papers and all material records and or other documents in its possession relating to Tax matters of the Business Company for each the Tax period first ending after the Closing Date and for all prior Tax periods until the later of (ia) the expiration of the statute of limitations of the Tax period periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by another party in writing of such extensions for the respective Tax periods, and or (iib) three eight years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 7.03 7.05 shall be kept confidential confidential, except as otherwise may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refunds refund or in conducting a contest an audit or as otherwise may be required by Applicable Law or the rules of any stock exchange. Seller shall promptly notify Purchaser if, as a result of the amendment of any Tax Return, any claim or assessment by any Tax authority or any other cause, the Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Seller, the Ceding Company of any of its Affiliates as of the Closing Date (immediately prior to the Closing) with respect to the Ceded Insurance Contracts, and shall provide Purchaser updated information of such reserves. Upon receipt of such information, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with the principles of Section 7.01proceeding.

Cooperation and Exchange of Information. Seller and or Purchaser shall will provide, or cause to be provided, to the other party copies of all correspondence received from any taxing authority by such party or any of its affiliates in connection with the liability for Taxes for any period for which such other party is or may be liable under Section 8.1.1 or 8.1.2. The parties will provide each other with such cooperation and information as either of them or their respective Affiliates they may reasonably request of the each other in preparing or filing any Tax Return, return amended Tax Return return or claim for Tax refund, in determining a liability for Taxes or a right to a Tax refund, refund or participating in or conducting any contest audit or other proceeding in respect of Taxes (a “Tax Contest”)imposed on the parties or their respective affiliates. Such cooperation The parties and information shall include providing copies of relevant Tax Returns or portions thereoftheir affiliates will preserve and retain all returns, together with accompanying schedules, related work papers and other documents relating to rulings any such returns, claims, audits or other determinations by Tax Authorities. Each party proceedings until the expiration of the statutory period of limitations (with regard to waivers and its Affiliates extensions) of the taxable periods to which such documents relate and until the final determination of any payments which may be required with respect to such periods under this Agreement and shall make its such documents available to representatives of the other party upon reasonable notice and at reasonable times, it being understood that such representatives shall be entitled to make copies of any such books and records as they shall deem necessary. Seller or Purchaser further agree to permit representatives of the other party to meet with employees available of such party on a basis mutually convenient basis in order to both parties enable such representatives to provide obtain additional information and explanations of any documents provided pursuant to this Section 8.2. Seller or information provided hereunder. Each of Seller and Purchaser shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating make available to Tax matters the representatives of the Business for each Tax period first ending after other party at the Closing Date and for all prior Tax periods until the later of (i) the expiration of the statute of limitations of the Tax period to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified in writing then current administrative headquarters of such extensions for party sufficient work space and facilities to perform the respective Tax periods, and (ii) three years following activities described in the due date (without extension) for such Tax Returnstwo preceding sentences. Any information obtained under pursuant to this Section 7.03 8.2 shall be kept confidential confidential, except as otherwise may be otherwise necessary in connection with the filing of Tax Returns returns or claims for Tax refunds refund or in conducting a contest any audit or as otherwise may be other proceeding. Each party shall provide the cooperation and information required by Applicable Law or the rules of any stock exchange. Seller shall promptly notify Purchaser if, as a result of the amendment of any Tax Return, any claim or assessment by any Tax authority or any other cause, the Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Seller, the Ceding Company of any of this Section 8.2 at its Affiliates as of the Closing Date (immediately prior to the Closing) with respect to the Ceded Insurance Contracts, and shall provide Purchaser updated information of such reserves. Upon receipt of such information, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with the principles of Section 7.01own expense.

Cooperation and Exchange of Information. Seller Sellers and Purchaser shall Purchasers will provide each other with such cooperation and information as either of them or their respective Affiliates reasonably may reasonably request of the other in filing any Tax Return, amended Tax Return return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, refund of Taxes or participating in or conducting any contest audit or other proceeding in respect of Taxes (a “Tax Contest”)Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, schedules and related work papers and documents relating to rulings or other determinations by any Tax AuthoritiesAuthority. Each party shall execute and its Affiliates deliver such powers-of-attorney and make available such other documents as are necessary to carry out the intent of this Article VIII. Each party agrees to notify the other party of any audit adjustments that do not result in Tax liability but can reasonably be expected to affect Tax Returns of the other party. Each party shall make its employees available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided hereunder. Each of Seller and Purchaser shall party will retain in accordance with applicable IRS record retention procedures all Tax Returns, schedules and work papers, papers and all material records and or other documents in its possession relating to Tax matters of the Business Company and its Subsidiaries for each Tax its taxable period first ending after the Closing Date and for all prior Tax taxable periods until the later of (ia) the expiration of the statute of limitations of the Tax period 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, and or (iib) three seven (7) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 7.03 8.07 shall be kept confidential confidential, except as otherwise may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refunds refund or in conducting a contest an audit or as otherwise may be required by Applicable Law or the rules of any stock exchange. Seller shall promptly notify Purchaser if, as a result of the amendment of any Tax Return, any claim or assessment by any Tax authority or any other cause, the Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Seller, the Ceding Company of any of its Affiliates as of the Closing Date (immediately prior to the Closing) with respect to the Ceded Insurance Contracts, and shall provide Purchaser updated information of such reserves. Upon receipt of such information, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with the principles of Section 7.01proceeding.

Cooperation and Exchange of Information. Seller Upon the terms set forth in this Section 8.05, OneBeacon, on the one hand, and Purchaser Liberty and its Affiliates, on the other hand, shall provide and OneBeacon shall cause the OneBeacon Subsidiaries to provide each other with such cooperation and information as either of them or their respective Affiliates reasonably may reasonably request of the other in filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refundrefund of Taxes, or participating in or conducting any contest audit or other proceeding in respect of Taxes (or furnishing reasonably requested information to parties subsequently desiring to purchase all or a “Tax Contest”)part of the Business and the Transferred Assets from Liberty and its Affiliates. 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 Authoritiesauthorities. Each party and its Affiliates OneBeacon shall make (and shall cause the OneBeacon Subsidiaries to make) its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Each of Seller the OneBeacon Subsidiaries and Purchaser OneBeacon, and Liberty and its Affiliates shall retain (or cause to be retained) all Tax Returns, schedules and work papers, records and other documents in its their possession relating to Tax matters of the Business OneBeacon Subsidiaries and OneBeacon, the Business, and any of the Transferred Assets for each Tax taxable period first ending after the Closing Date and for all prior Tax taxable periods until the later of (i) the expiration of the statute of limitations of the Tax period taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other parties in writing of such extensions for the respective Tax taxable periods, and or (ii) three six years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 7.03 8.05 shall be kept confidential in accordance with Section 5.03 except as otherwise may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refunds refund or in conducting a contest an audit or as otherwise may be required by Applicable Law or the rules of any stock exchange. Seller shall promptly notify Purchaser if, as a result of the amendment of any Tax Return, any claim or assessment by any Tax authority or any other cause, the Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Seller, the Ceding Company of any of its Affiliates as of the Closing Date (immediately prior to the Closing) with respect to the Ceded Insurance Contracts, and shall provide Purchaser updated information of such reserves. Upon receipt of such information, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with the principles of Section 7.01proceeding.

Cooperation and Exchange of Information. The Seller and the --------------------------------------- Purchaser shall will provide each other with such cooperation and information as either of them or their respective Affiliates reasonably may reasonably request of the other in filing any Tax Returnreturn, amended Tax Return return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, refund of Taxes or participating in or conducting any contest audit or other proceeding in respect of Taxes (a “Tax Contest”)Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns returns or portions thereof, together with accompanying schedules, schedules and related work papers and documents relating to rulings or other determinations by Tax Authoritiestaxing authorities. Each party and its Affiliates shall make its employees available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided hereunder. Each of Seller and Purchaser shall party will retain all Tax Returnsreturns, schedules and work papers, papers and all material records and or other documents in its possession relating to Tax matters of Polymetrics and the Business Subsidiaries for each Tax the taxable period first ending after the Closing Date and for all prior Tax taxable periods until the later of (i) the expiration of the statute of limitations of the Tax period taxable periods to which such Tax Returns 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, and or (ii) three eight years following the due date (without extension) for such returns. Anything to the contrary in this Agreement notwithstanding, the Seller shall retain for the periods noted above all returns, schedules and work papers and all material records or other documents relating to Tax Returnsmatters for all taxable periods of Polymetrics and the Subsidiaries ending on or prior to the Closing Date. Any information obtained under this Section 7.03 7.06 shall be kept confidential confidential, except as otherwise may be otherwise necessary in connection with the filing of Tax Returns returns or claims for Tax refunds refund or in conducting a contest an audit or as otherwise may other proceeding. The Purchaser shall be required by Applicable Law or the rules of any stock exchange. Seller shall promptly notify Purchaser if, as a result of the amendment of any Tax Return, any claim or assessment by any Tax authority given an opportunity at its cost and expense to remove and retain all or any other cause, the Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Seller, the Ceding Company of any of its Affiliates as of the Closing Date (immediately prior to the Closing) with respect to the Ceded Insurance Contracts, and shall provide Purchaser updated information portion of such reserves. Upon receipt books and records as the Purchaser may select at the expiration of such information, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with the principles of Section 7.01period.

Cooperation and Exchange of Information. Seller Shareholders and Purchaser shall Bancorp will provide each other with such cooperation and information as either of them or their respective Affiliates reasonably may reasonably request of the other in filing any Tax Return, amended Tax Return return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, refund of Taxes or participating in or conducting any contest audit or other proceeding in respect of Taxes (a “Tax Contest”)Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, schedules and related work papers and documents relating to rulings or other determinations by any Tax AuthoritiesAuthority. Each party shall execute and its Affiliates deliver such powers-of-attorney and make available such other documents as are necessary to carry out the intent of this Article VIII. Each party agrees to notify the other party of any audit adjustments that do not result in Tax liability but can reasonably be expected to affect Tax Returns of the other party. Each party shall make its employees available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided hereunder. Each of Seller and Purchaser shall party will retain in accordance with applicable IRS record retention procedures all Tax Returns, schedules and work papers, papers and all material records and or other documents in its possession relating to Tax matters of the Business Xxxxx for each Tax its taxable period first ending after the Closing Date and for all prior Tax taxable periods until the later of (ia) the expiration of the statute of limitations of the Tax period 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, and or (iib) three seven (7) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 7.03 8.07 shall be kept confidential confidential, except as otherwise may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refunds refund or in conducting a contest an audit or as otherwise may be required by Applicable Law or the rules of any stock exchange. Seller shall promptly notify Purchaser if, as a result of the amendment of any Tax Return, any claim or assessment by any Tax authority or any other cause, the Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Seller, the Ceding Company of any of its Affiliates as of the Closing Date (immediately prior to the Closing) with respect to the Ceded Insurance Contracts, and shall provide Purchaser updated information of such reserves. Upon receipt of such information, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with the principles of Section 7.01proceeding.

Cooperation and Exchange of Information. Seller TCI and Purchaser shall each Subgroup Member will provide each other with such cooperation and information as either of them or their respective Affiliates may reasonably request of the other in filing any Tax Return, amended Tax Return return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refundrefund of Taxes, or participating in or conducting any contest audit or other proceeding in respect of Taxes (a “Tax Contest”)or in preparing any financial statement information concerning or relating to Taxes, including any accrual of Taxes required for financial statement purposes. Such cooperation and information shall include providing copies of all relevant Tax Returns or portions thereofReturns, together with all accompanying schedulesschedules and related workpapers, related work papers and computerized tax database, documents relating to rulings or other determinations by Tax Authoritiestaxing authorities, and records concerning the ownership and tax basis of property, which any party hereto may possess. Each party and its Affiliates shall make its employees available to any other party hereto on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided requested hereunder. Except as otherwise provided in the Agreement, any party requesting assistance hereunder shall reimburse any party providing such assistance for any reasonable out-of-pocket costs incurred in providing any Tax Return, document or other written information, upon receipt of reasonable documentation of such costs. Each of Seller and Purchaser shall party hereto will retain all Tax Returnsreturns, schedules and work papersworkpapers, and all material records and or other documents in its possession relating to Tax matters of the Business for each Tax period first ending after the Closing Date and for all prior Tax periods thereto, until the later of (i) the expiration of the statute of limitations of (including extensions) for the Tax period taxable years to which such returns and other documents relate and, unless such Tax Returns and other documents relate, without regard to extensions except are offered to the extent notified other parties hereto, until the final determination of any payments which may be required in writing respect of such extensions for the respective Tax periods, and (ii) three years following the due date (without extension) for such Tax Returnsunder this Agreement. Any information obtained under this Section 7.03 shall be kept confidential confidential, except as otherwise may be otherwise necessary in connection with the filing of Tax Returns returns or claims for Tax refunds refund or in conducting a contest any audit or as otherwise may be required by Applicable Law or the rules of any stock exchange. Seller shall promptly notify Purchaser if, as a result of the amendment of any Tax Return, any claim or assessment by any Tax authority or any other cause, the Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Seller, the Ceding Company of any of its Affiliates as of the Closing Date (immediately prior to the Closing) with respect to the Ceded Insurance Contracts, and shall provide Purchaser updated information of such reserves. Upon receipt of such information, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with the principles of Section 7.01proceeding.

Cooperation and Exchange of Information. The Seller and the Purchaser shall will provide each other with such cooperation and information as either of them or their respective Affiliates reasonably may reasonably request of the other in filing any Tax Return, amended Tax Return return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, refund of Taxes or participating in or conducting any contest audit or other proceeding in respect of Taxes (a “Tax Contest”)Taxes. Such cooperation and information infor- mation shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, schedules and related work papers and documents relating to rulings or other determinations by Tax Authoritiestaxing authorities, but in no event shall either party be required to disclose to the other party any information relating to its operations other than the Assumed Business. Each party The Seller and its Affiliates the Purchaser shall make its their employees available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided hereunder. Each of The Seller and the Purchaser shall will retain all Tax Returns, schedules and work papers, papers and all material records and or other documents in its possession relating to Tax matters of the Company and the Assumed Business for each Tax its taxable period first ending after the Closing Date and for all prior Tax taxable periods until the later of of: (i) the expiration of the statute of limitations of the Tax period taxable periods to which such Tax Returns 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, and ; or (ii) three six (6) years following the due date (without extension) for such Tax Returnsreturns. After such time, before either the Seller or the Purchaser shall dispose of any of such books and records, at least ninety (90) calendar days prior written notice to such effect shall be given to the other party, and such other party shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records as such party may select; provided, however, that in no event shall either party be required to disclose to the other party any information relating to its operations other than the Assumed Business. Any information obtained under this Section 7.03 7.06 shall be kept confidential confidential, except as otherwise may be otherwise necessary in connection with the filing of Tax Returns returns or claims for Tax refunds refund or in conducting a contest an audit or as otherwise may be required by Applicable Law or the rules of any stock exchange. Seller shall promptly notify Purchaser if, as a result of the amendment of any Tax Return, any claim or assessment by any Tax authority or any other cause, the Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Seller, the Ceding Company of any of its Affiliates as of the Closing Date (immediately prior to the Closing) with respect to the Ceded Insurance Contracts, and shall provide Purchaser updated information of such reserves. Upon receipt of such information, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with the principles of Section 7.01proceeding.

Cooperation and Exchange of Information. (a) Not more than 60 days after the receipt of a request from Purchaser, Seller shall, and shall cause its Affiliates to, provide to Purchaser a package of Tax information materials, including schedules and work papers, requested by Purchaser to enable Purchaser to - 66 - prepare and file all Tax Returns required to be prepared and filed by it with respect to the Company and its Subsidiaries. Seller shall prepare such package completely and accurately, in good faith and in a manner consistent with Seller’s past practice. (b) Each Party shall, and shall cause its Affiliates to, provide each to the other with Party such cooperation cooperation, documentation and information as either of them or their respective Affiliates reasonably may reasonably request of the other in (i) preparing and filing any Tax Return, amended Tax Return or claim for Tax refund, (ii) determining a liability for Taxes or an indemnity obligation under this Article ‎VII or a right to a Tax refund, refund of Taxes or participating in or (iii) conducting any contest in respect of Taxes (a “Tax Contest”)Proceeding. Such cooperation cooperation, documentation and information shall include providing necessary powers of attorney, copies of all relevant portions of relevant Tax Returns or portions thereofReturns, together with all relevant portions of relevant accompanying schedulesschedules and relevant work papers, related work papers and relevant documents relating to rulings or other determinations by taxing authorities and relevant records concerning the ownership and Tax Authoritiesbasis of property and other relevant information that any such Party may possess. Each party and its Affiliates Party shall make its employees reasonably available on a basis mutually convenient to both parties basis at its own cost to provide explanations an explanation of any documents or information provided hereunderso provided. (c) Each of Seller and Purchaser Party shall retain (to the extent in its possession or the possession of its Affiliates) all Tax Returns, schedules and work papers, and all material records and other documents in its possession relating to Tax matters matters, of the Business Company and its Subsidiaries for each its Tax period first periods ending after on or prior to or including the Closing Date and for all prior Tax periods until the later of (ix) the expiration of the statute of limitations of for the Tax period periods to which such the Tax Returns and other documents relate, without regard to extensions except to the extent notified in writing of such extensions for the respective Tax periods, and or (iiy) three eight years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 7.03 shall be kept confidential except as otherwise may be necessary in connection with Thereafter, the filing of Party holding such Tax Returns or claims for Tax refunds or in conducting a contest or as otherwise other documents may be required by Applicable Law or dispose of them unless the rules other Party provides reasonable notice and requests the opportunity to take possession of any stock exchange. Seller shall promptly notify Purchaser if, as a result portion of such Tax Returns and other documents that relate solely to the amendment of any Tax Return, any claim Company or assessment by any Tax authority or any other cause, the Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Seller, the Ceding Company of any of its Affiliates as of the Closing Date Subsidiaries at such other Party’s own expense (immediately provided, that any such notice must in any event be made in writing at least 60 days prior to the Closing) with respect to the Ceded Insurance Contracts, and shall provide Purchaser updated information of such reservesdisposition). Upon receipt of such information, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with the principles of Section 7.01.7.9

Cooperation and Exchange of Information. Not more than sixty (60) days after the receipt of a reasonable written request from Seller for a customary package of Tax information materials, Purchaser shall, and shall cause its Affiliates to, provide to Seller a package of Tax information materials, including schedules and work papers, reasonably required by Seller to enable Seller to prepare and file all Tax Returns required to be prepared and filed by it with respect to the Transferred Entities. Purchaser shall prepare such package completely and accurately, in good faith and in a manner consistent with Seller’s past practice. Each party to this Agreement shall, and shall cause its Affiliates to, provide each to the other with party to this Agreement such cooperation cooperation, documentation and information as either of them or their respective Affiliates reasonably may reasonably request of the other in (i) filing any Tax Return, amended Tax Return or claim for Tax refund, (ii) determining a liability for Taxes or an indemnity obligation under this Article VII or a right to a Tax refundrefund of Taxes, or participating in or (iii) conducting any contest in respect Tax Proceeding or (iv) determining an allocation of Taxes (between a “Tax Contest”)Pre-Closing Period and Post-Closing Period. Such cooperation and information shall include providing reasonably requested powers of attorney, copies of all relevant portions of relevant Tax Returns or portions thereofReturns, together with all relevant portions of relevant accompanying schedulesschedules and relevant work papers, related work papers and relevant documents relating to rulings or other determinations by taxing authorities and relevant records concerning the ownership and Tax Authoritiesbasis of property and other information, which any such party may possess. Each party and its Affiliates shall make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Each of Seller and Purchaser shall retain all Tax Returns, schedules and work papers, and all material records and other documents in its possession relating to Tax matters matters, of the Business relevant entities for each their respective Tax period first periods ending after on or prior to the Closing Date and for all prior Tax periods until the later of (ix) the expiration of the statute of limitations of for the Tax period periods to which such the Tax Returns and other documents relate, without regard to extensions except to the extent notified in writing of such extensions for the respective Tax periods, and relate or (iiy) three eight years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 7.03 shall be kept confidential except as otherwise may be necessary in connection with Thereafter, the filing of party holding such Tax Returns or claims for other documents may dispose of them after offering the other party reasonable notice and opportunity to take possession of such Tax refunds or in conducting Returns and other documents at such other party’s own expense. Each party shall make its employees reasonably available on a contest or as otherwise may be required by Applicable Law or the rules mutually convenient basis at its cost to provide explanation of any stock exchange. Seller shall promptly notify Purchaser if, as a result of the amendment of any Tax Return, any claim documents or assessment by any Tax authority or any other cause, the Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Seller, the Ceding Company of any of its Affiliates as of the Closing Date (immediately prior to the Closing) with respect to the Ceded Insurance Contracts, and shall provide Purchaser updated information of such reserves. Upon receipt of such information, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with the principles of Section 7.01so provided.

Cooperation and Exchange of Information. Seller Each party hereto shall, and Purchaser shall cause its Affiliates to, provide each the other party hereto with such cooperation cooperation, documentation and information as either of them or their respective Affiliates reasonably may reasonably request of the other in connection with (a) filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right (b) conducting any Tax Proceeding (which shall include granting any powers of attorney reasonably requested by the party entitled to control a Tax refund, Proceeding pursuant to Section 7.04) or participating in or conducting any contest in respect (c) determining an allocation of Taxes (between a “Pre-Closing Tax Contest”)Period and a Post-Closing Tax Period. Such cooperation and information shall include providing reasonable access to (including the right to make copies of) all relevant portions of relevant Tax Returns Returns, together with all relevant schedules and work papers (or portions thereof) and other supporting documentation, together with accompanying schedules, related work papers and relevant documents relating to rulings or other determinations by taxing authorities and relevant records concerning the ownership and Tax Authoritiesbasis of property and any other relevant information, which any such party may possess, provided, however, that the foregoing shall be provided in a manner that does not unreasonably interfere with the conduct of the business of the parties. Each party and its Affiliates shall make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Each of Seller and Purchaser shall retain all Tax Returns, schedules and schedules, work papers, records papers and other documents in its possession relating supporting documentation (and any other records required to be maintained for Tax matters purposes) of the Business relevant entities for each their respective Tax period first periods ending after on or prior to or including the Closing Date and for all prior Tax periods until the later of (ix) the expiration of the statute of limitations of for the Tax period Periods to which such the Tax Returns and other documents relate, without regard to extensions except to the extent notified in writing of such extensions for the respective Tax periods, and relate or (iiy) three six years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 7.03 shall be kept confidential except as otherwise may be necessary in connection with Thereafter, the filing of party holding such Tax Returns or claims for and other documents may dispose of them after offering the other party reasonable notice and opportunity to take possession of such Tax refunds or in conducting Returns, schedules and work papers at such other party’s expense. Each party shall make its employees reasonably available on a contest or as otherwise may be required by Applicable Law or the rules mutually convenient basis at its cost to provide explanation of any stock exchange. Seller shall promptly notify Purchaser if, as a result of the amendment of any Tax Return, any claim documents or assessment by any Tax authority or any other cause, the Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Seller, the Ceding Company of any of its Affiliates as of the Closing Date (immediately prior to the Closing) with respect to the Ceded Insurance Contracts, and shall provide Purchaser updated information of such reserves. Upon receipt of such information, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with the principles of Section 7.01so provided.

Cooperation and Exchange of Information. Seller Sellers and Purchaser shall provide each other with such cooperation and information as either of them or their respective Affiliates reasonably may reasonably request of the other in filing any Tax Return, amended Tax Return return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, refund of Taxes or participating in or conducting any contest audit or other proceeding in respect of Taxes (a “Tax Contest”)Taxes. Such cooperation and information shall include providing copies of all relevant Tax Returns or portions thereofReturns, together with accompanying schedulesschedules and related workpapers, related work papers and documents relating to rulings or other determinations by Tax Authoritiestaxing authorities and records concerning the ownership and tax basis of property, which either party may possess. Each party and its Affiliates shall make its employees available on a basis mutually convenient to both parties basis to provide explanations explanation of any documents or information provided hereunder. Notwithstanding the foregoing, neither party shall be required to prepare any documents, or determine any information not then in its possession, in response to a request under this Section 6.14(d). Except as otherwise provided in this Agreement, the party requesting assistance hereunder shall reimburse the other for any reasonable out-of-pocket costs incurred in providing any return, document or other written information, and shall compensate the other for any reasonable costs (excluding wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Each of Seller and Purchaser shall party will retain all Tax Returnsreturns, schedules and work papers, workpapers and all material records and or other documents in its possession relating to Tax matters of the Business for each Tax period first ending after the Closing Date and for all prior Tax periods thereto, until the later of (i) the expiration of the statute of limitations (including extensions) of the Tax period taxable years to which such Tax Returns returns and other documents relaterelate and, without regard to extensions except unless such returns and other documents are offered to the extent notified other party, until the final determination of any payments which may be required in writing respect of such extensions for years under this Agreement and to give the respective Tax periodsother party reasonable notice prior to transferring, destroying or discarding any such books and (ii) three years following records and, if the due date (without extension) for other party so requests, shall allow the other party to take possession of such Tax Returnsbooks and records. Any information obtained under this Section 7.03 6.14(d) shall be kept confidential confidential, except as otherwise may be otherwise necessary in connection with the filing of Tax Returns returns or claims for Tax refunds refund or in conducting a contest any audit or as otherwise may be required by Applicable Law other proceeding. Purchaser and Sellers further agree, upon request, to use their best efforts to obtain any certificate or the rules of other document from any stock exchange. Seller shall promptly notify Purchaser if, as a result of the amendment of any Tax Return, any claim or assessment by any Tax authority Governmental Authority or any other causeperson as may be necessary to mitigate, the reduce or eliminate any Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Sellerthat could be imposed (including, the Ceding Company of any of its Affiliates as of the Closing Date (immediately prior to the Closing) but not limited to, with respect to the Ceded Insurance Contractstransactions contemplated hereby). Purchaser and Sellers further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Code Section 6043 and shall provide Purchaser updated information of such reserves. Upon receipt of such information, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with the principles of Section 7.01all Treasury Regulations promulgated thereunder.

Cooperation and Exchange of Information. Upon the terms set forth in SECTIONs 5.04 and 5.08, the Seller and the Purchaser shall will (and Purchaser will cause the Seller Subsidiaries to) provide each the other with such cooperation and information as either of them or their respective Affiliates they reasonably may reasonably request of the other in filing any Tax Return, amended Tax Return return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refundrefund of Taxes, or participating in or conducting any contest audit or other proceeding in respect of Taxes (a “Tax Contest”)Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by Tax Governmental Authorities. Each party The Seller and its Affiliates Purchaser shall (and Purchaser shall cause the Seller Subsidiaries to) make its respective employees (if any) available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Each of the Seller and the Purchaser shall (and Purchaser shall cause the Seller Subsidiaries to) retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Business Seller and the Seller Subsidiaries for each Tax taxable period first ending after the Closing Date and for all prior Tax taxable periods until the later of (i) the expiration of the statute of limitations of the Tax period 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, and periods or (ii) three six years following the due date (without extension) for such Tax Returns. Before Purchaser or the Seller Subsidiaries shall dispose of any of such books and records, at least ninety (90) calendar days' prior written notice to such effect shall be given by Purchaser to the Seller, and the Seller shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records as the Seller may select. Any information obtained under this Section 7.03 SECTION 6.08 shall be kept confidential in accordance with SECTION 5.09 except as otherwise may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refunds refund or in conducting a contest an audit or as otherwise may be required by Applicable Law or the rules of any stock exchange. Seller shall promptly notify Purchaser if, as a result of the amendment of any Tax Return, any claim or assessment by any Tax authority or any other cause, the Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Seller, the Ceding Company of any of its Affiliates as of the Closing Date (immediately prior to the Closing) with respect to the Ceded Insurance Contracts, and shall provide Purchaser updated information of such reserves. Upon receipt of such information, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with the principles of Section 7.01proceeding.

Cooperation and Exchange of Information. Buyer, the Company and Seller and Purchaser shall provide each other with such cooperation and information as either of them or their respective Affiliates any such party reasonably may reasonably request of the other in filing any Tax Return, amended Tax Return pursuant to this ARTICLE VI or claim for Tax refund, determining a liability for Taxes in connection with any audit or a right to a Tax refund, or participating in or conducting any contest proceeding in respect of Taxes (a “Tax Contest”)of 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 Authoritiestax authorities. Each party and its Affiliates shall make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Each of Seller and Purchaser Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its their possession relating to Tax matters of the Business Company for each Tax any taxable period first ending after beginning before the Closing Date and for all prior Tax periods until the later of (i) the expiration of the statute of limitations of the Tax period 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 their or its possession relating to Tax matters of any Company for any taxable period beginning before the Closing Date, Seller and Buyer (iias the case may be) three years shall provide the other party with reasonable written notice and offer the other party the opportunity to take custody of such materials Seller shall provide or cause to be provided to Buyer and the Company prompt written notice of any audit, review, examination, proposed adjustment or any other administrative or judicial proceeding, or receipt by Seller or any of its Subsidiaries from a taxing authority of notice of intent to commence any of the foregoing, 50 with respect to Taxes relating to a matter set forth in Section 6.05 of the Disclosure Letter. Seller shall keep Buyer reasonably informed of all material actions taken and other material developments with respect to any such proceeding. In addition, unless and until such time as Seller provides Buyer and the Company with written notice of a proceeding as required by this Section 6.05, an officer of Seller shall provide Buyer with a quarterly written certification, within twenty (20) days following the due date (without extension) for such Tax Returns. Any information obtained end of each calendar quarter, confirming that no proceeding requiring notice under this Section 7.03 6.05 has occurred, provided that, in all events, this obligation shall be kept confidential except as otherwise may be necessary in connection with terminate on the filing of Tax Returns or claims for Tax refunds or in conducting a contest or as otherwise may be required by Applicable Law or the rules of any stock exchange. Seller shall promptly notify Purchaser if, as a result of the amendment of any Tax Return, any claim or assessment by any Tax authority or any other cause, the Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Seller, the Ceding Company of any of its Affiliates as seventh (7th) anniversary of the Closing Date (immediately prior Date. Seller’s obligations to provide the Closing) with respect notices required by the forgoing two sentences are expressly conditioned on the continuing obligation of Buyer and its carrier to maintain the Ceded Insurance Contracts, and shall provide Purchaser updated information of such reserves. Upon receipt confidentiality of such information. In the event Seller fails to deliver the certification as required by this Section 6.05, Purchaser Buyer or the Company shall provide written notice of such failure to Seller with and if Seller still fails to deliver the certification (or in lieu thereof, written notice of a revised Purchase Price allocation proceeding, as applicable) as required by this Section 6.05 within ten (10) days following such written notice, then, in accordance with addition to other available remedies at law and in equity, Buyer and/or the principles Company shall be entitled to seek specific performance of Section 7.01Seller’s obligations and further to compel Seller to execute IRS Form 8821 in favor of Buyer and specifying Buyer is to receive all notices related to the 2018 tax year.

Cooperation and Exchange of Information. Seller Except as otherwise provided in this Section 13, any amount to which a party is entitled under this Section 13 will be promptly paid to such party by the party obligated to make such payment following written notice to the party so obligated that the Taxes to which such amount relates have been paid or incurred and Purchaser shall that provides details supporting the calculation of such amount. Each Party subject to indemnification under this Section 13 (an "INDEMNIFIED PARTY") will provide, or cause to be provided, to the party liable to indemnify such Indemnified Party (the "INDEMNIFYING PARTY") copies of all correspondence received from any Taxing authority by such Indemnified Party or any of its Affiliates, including the Acquired Companies, in connection with the liability of any of the Acquired Companies for Taxes for any period for which such Indemnifying Party is or may be liable under Section 13.b.i. or Section 13.b.ii. The parties will provide each other with such cooperation and information as either of them or their respective Affiliates they may reasonably request of the each other in preparing or filing any Tax Return, amended Tax Return or claim for Tax refund, in determining a liability for Taxes or a right to a Tax refund, refund or participating in or conducting any contest audit or other Proceeding in respect of Taxes (a “Tax Contest”)imposed on the parties or their respective Affiliates. Such cooperation Buyer and information shall include providing copies of relevant Tax Returns or portions thereofits Affiliates will preserve and retain all Returns, together with accompanying schedules, related work papers and documents other Records relating to rulings any such Returns, claims, audits or other determinations by Tax Authorities. Each party Proceedings until the expiration of the statutory period of limitations (with regard to waivers and extensions) of the taxable periods to which such Records relate and until the final determination of any payments which may be required with respect to such periods under this Agreement and will make such documents available to Representatives of Seller or its Affiliates shall upon reasonable notice and at reasonable times, it being understood that such Representatives will be entitled to make copies of any such Records as they deem necessary. Buyer further agrees to permit Representatives of Seller or its Affiliates to meet with employees available of Buyer or the Acquired Companies on a basis mutually convenient basis in order to both parties enable such Representatives to provide obtain additional information and explanations of any documents provided pursuant to this Section 13.f. Buyer will make available, or information provided hereunder. Each cause the Acquired Companies to make available, to the Representatives of Seller or its Affiliates sufficient work space and Purchaser shall retain all Tax Returns, schedules and work papers, records and other documents facilities to perform the activities described in its possession relating to Tax matters of the Business for each Tax period first ending after the Closing Date and for all prior Tax periods until the later of (i) the expiration of the statute of limitations of the Tax period to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified in writing of such extensions for the respective Tax periods, and (ii) three years following the due date (without extension) for such Tax Returnstwo preceding sentences. Any information obtained under pursuant to this Section 7.03 shall 13.f. will be kept confidential in accordance with Section 14.d., except as otherwise may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refunds refund or in conducting a contest any audit or as otherwise may be other proceeding. Each of the parties will provide the cooperation and information required by Applicable Law or the rules of any stock exchangethis Section 13.f. Seller shall promptly notify Purchaser if, as a result of the amendment of any Tax Return, any claim or assessment by any Tax authority or any other cause, the Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Seller, the Ceding Company of any of at its Affiliates as of the Closing Date (immediately prior to the Closing) with respect to the Ceded Insurance Contracts, and shall provide Purchaser updated information of such reserves. Upon receipt of such information, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with the principles of Section 7.01own expense.

Cooperation and Exchange of Information. Seller and Purchaser shall provide each other with such cooperation and information as either of them or their respective Affiliates may reasonably request of the other in filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any contest in respect of Taxes (a “Tax Contest”). 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 party and its Affiliates shall make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Each of Seller and Purchaser shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Business for each Tax period first ending after the Closing Date and for all prior Tax periods until the later of (i) the expiration of the statute of limitations of the Tax period to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified in writing of such extensions for the respective Tax periods, and (ii) three years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 7.03 shall be kept confidential except as otherwise may be necessary in connection with the filing of Tax Returns or claims for Tax refunds or in conducting a contest or as otherwise may be required by Applicable Law or the rules of any stock exchange. Seller shall promptly notify Purchaser if, as a result of the amendment of any Tax Return, any claim or assessment by any Tax authority or any other cause, the Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Seller, the Ceding Company of any of its Affiliates as of the Closing Date (immediately prior to the Closing) with respect to the Ceded Insurance Contracts, and shall provide Purchaser updated information of such reserves. Upon receipt of such information, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with the principles of Section 7.01. Section 7.04.

Cooperation and Exchange of Information. Seller Deutsche Bank and the Purchaser shall provide each other with such cooperation and information as either of them or their respective Affiliates reasonably may reasonably request of the other in filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, refund of Taxes or participating in or conducting any contest audit or other proceeding in respect of Taxes (a “Tax Contest”)Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by Governmental Authorities and any other materials relating to the Purchased Assets or the Business or the DB Entities (to the extent such documents are available as of the date hereof or become available hereafter) that might be relevant to Tax Authoritiesmatters. Each party and its Affiliates shall make its employees reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided hereunder. Each of Seller and Purchaser Notwithstanding anything to the contrary in Section 5.02 hereof but subject to Section 7.08, each party shall retain all Tax Returns, schedules work papers and work papers, all material records and or other documents in its possession relating to Tax matters of the DB Entities, the Purchased Assets, and the Business (to the extent such documents are available as of the date hereof or become available hereafter) for each Tax the taxable period first ending after that includes the Closing Date and for all prior Tax taxable periods until the later of (ia) the expiration of the statute of limitations of the Tax period to taxable periods 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, and periods or (iib) three eight years following the due date (without extension) for such Tax Returns; provided, however, that a party shall not dispose of any such materials if at least 90 Business Days before the later of the end of either of the periods described in clauses (a) or (b) the other party has notified the disposing party of its desire to review such material in which case such other party shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such materials. Any information obtained under this Section 7.03 7.06 shall be kept confidential confidential, except as otherwise may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refunds refund or in conducting a contest an audit or as otherwise may be required by Applicable Law or the rules of any stock exchange. Seller shall promptly notify Purchaser if, as a result of the amendment of any Tax Return, any claim or assessment by any Tax authority or any other cause, the Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Seller, the Ceding Company of any of its Affiliates as of the Closing Date (immediately prior to the Closing) with respect to the Ceded Insurance Contracts, and shall provide Purchaser updated information of such reserves. Upon receipt of such information, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with the principles of Section 7.01proceeding.

Cooperation and Exchange of Information. Seller (a) Upon the terms set forth in Section 5.02, the Sellers and Purchaser shall the Purchasers will provide each other with such cooperation and information as either of them or their respective Affiliates reasonably may reasonably request of the other in filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refundrefund of Taxes, or participating in or conducting any contest audit or other proceeding in respect of Taxes (a “Tax Contest”)Taxes. Such cooperation and information shall include providing information necessary to claim the exclusion described in Section 959(e) of the Code and copies (or originals, if required by applicable law) of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by Tax Authoritiesauthorities, provided, however, that nothing in this Agreement shall require the Sellers or the Purchasers to provide copies or other information relating to their consolidated or combined Returns, except insofar as they relate to the Companies, the Subsidiary and the Business, determined on a stand-alone basis, provided, however, that the requesting party will reimburse the other party for any significant out-of-pocket incremental expenses reasonably incurred by the non-requesting party in furnishing the requested information or cooperation. Each party and its Affiliates The Sellers shall make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Each of Seller the Sellers and Purchaser the Purchasers shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Companies, the Subsidiary or the Business for each Tax taxable period first ending after the Closing Date and for all prior Tax taxable periods until the later of (i) the expiration of the statute of limitations of the Tax period 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, and or (ii) three six years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 7.03 7.08 shall be kept confidential in accordance with Section 5.03 except as otherwise may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refunds refund or in conducting a contest an audit or as otherwise may be other proceeding, or required by Applicable Law or the rules of any stock exchange. Seller shall promptly notify Purchaser if, as a result of the amendment of any Tax Return, any claim or assessment by any Tax authority or any other cause, the Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Seller, the Ceding Company of any of its Affiliates as of the Closing Date (immediately prior to the Closing) with respect to the Ceded Insurance Contracts, and shall provide Purchaser updated information of such reserves. Upon receipt of such information, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with the principles of Section 7.01applicable law.

Cooperation and Exchange of Information. Seller TCI and Purchaser shall each Subgroup ---------------------------------------- Member will provide each other with such cooperation and information as either of them or their respective Affiliates may reasonably request of the other in filing any Tax Return, amended Tax Return return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refundrefund of Taxes, or participating in or conducting any contest audit or other proceeding in respect of Taxes (a “Tax Contest”)or in preparing any financial statement information concerning or relating to Taxes, including any accrual of Taxes required for financial statement purposes. Such cooperation and information shall include providing copies of all relevant Tax Returns or portions thereofReturns, together with all accompanying schedulesschedules and related workpapers, related work papers and computerized tax database, documents relating to rulings or other determinations by Tax Authoritiestaxing authorities, and records concerning the ownership and tax basis of property, which any party hereto may possess. Each party and its Affiliates shall make its employees available to any other party hereto on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided requested hereunder. Except as otherwise provided in the Agreement, any party requesting assistance hereunder shall reimburse any party providing such assistance for any reasonable out-of- pocket costs incurred in providing any Tax Return, document or other written information, upon receipt of reasonable documentation of such costs. Each of Seller and Purchaser shall party hereto will retain all Tax Returnsreturns, schedules and work papersworkpapers, and all material records and or other documents in its possession relating to Tax matters of the Business for each Tax period first ending after the Closing Date and for all prior Tax periods thereto, until the later of (i) the expiration of the statute of limitations of (including extensions) for the Tax period taxable years to which such returns and other documents relate and, unless such Tax Returns and other documents relate, without regard to extensions except are offered to the extent notified other parties hereto, until the final determination of any payments which may be required in writing respect of such extensions for the respective Tax periods, and (ii) three years following the due date (without extension) for such Tax Returnsunder this Agreement. Any information obtained under this Section 7.03 shall be kept confidential confidential, except as otherwise may be otherwise necessary in connection with the filing of Tax Returns returns or claims for Tax refunds refund or in conducting a contest any audit or as otherwise may be required by Applicable Law or the rules of any stock exchange. Seller shall promptly notify Purchaser if, as a result of the amendment of any Tax Return, any claim or assessment by any Tax authority or any other cause, the Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Seller, the Ceding Company of any of its Affiliates as of the Closing Date (immediately prior to the Closing) with respect to the Ceded Insurance Contracts, and shall provide Purchaser updated information of such reserves. Upon receipt of such information, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with the principles of Section 7.01proceeding.

Cooperation and Exchange of Information. The Seller and the Purchaser shall will provide each other with such cooperation and information as either of them or their respective Affiliates reasonably may reasonably request of the other in filing any Tax Return, amended Tax Return return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, refund of Taxes or participating in or conducting any contest audit or other proceeding in respect of Taxes (a “Tax Contest”)Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, schedules and related work papers and documents relating to rulings or other determinations by Tax Authoritiestaxing authorities, but in no event shall either party be required to disclose to the other party any information relating to its operations other than the Assumed Business. Each party The Seller and its Affiliates the Purchaser shall make its their employees available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided hereunder. Each of The Seller and the Purchaser shall will retain all Tax Returns, schedules and work papers, papers and all material records and or other documents in its possession relating to Tax matters of the Company and the Assumed Business for each Tax its taxable period first ending after the Closing Date and for all prior Tax taxable periods until the later of of: (i) the expiration of the statute of limitations of the Tax period taxable periods to which such Tax Returns 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, and ; or (ii) three six (6) years following the due date (without extension) for such Tax Returnsreturns. After such time, before either the Seller or the Purchaser shall dispose of any of such books and records, at least ninety (90) calendar days prior written notice to such effect shall be given to the other party, and such other party shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records as such party may select; PROVIDED, HOWEVER, that in no event shall either party be required to disclose to the other party any information relating to its operations other than the Assumed Business. Any information obtained under this Section 7.03 7.06 shall be kept confidential confidential, except as otherwise may be otherwise necessary in connection with the filing of Tax Returns returns or claims for Tax refunds refund or in conducting a contest an audit or as otherwise may be required by Applicable Law or the rules of any stock exchange. Seller shall promptly notify Purchaser if, as a result of the amendment of any Tax Return, any claim or assessment by any Tax authority or any other cause, the Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Seller, the Ceding Company of any of its Affiliates as of the Closing Date (immediately prior to the Closing) with respect to the Ceded Insurance Contracts, and shall provide Purchaser updated information of such reserves. Upon receipt of such information, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with the principles of Section 7.01proceeding.

Cooperation and Exchange of Information. Not more than sixty (60) days after the receipt of a reasonable written request from Seller for a customary package of Tax information materials, Purchaser shall, and shall cause its Affiliates to, provide to Seller a package of Tax information materials, including schedules and work papers, reasonably required by Seller to enable Seller to prepare and file all Tax Returns required to be prepared and filed by it with respect to the Transferred Entities. Purchaser shall prepare such package in a manner consistent with Seller’s past practice. Each Party to this Agreement shall, and shall cause its Affiliates to, provide each to the other with Party to this Agreement such cooperation cooperation, documentation and information as either of them or their respective Affiliates reasonably may reasonably request of the other in (a) filing any Tax Return, amended Tax Return or claim for Tax refund, ; (b) determining a liability Liability for Taxes or an indemnity obligation under this Article VII or a right to a Tax refund, refund or participating in or credit of Taxes; (c) conducting any contest in respect Tax Proceeding; or (d) determining an allocation of Taxes (between a “Pre-Closing Tax Contest”)Period and Post-Closing Period. Such cooperation and information shall include providing reasonably requested powers of attorney and copies of all relevant Tax Returns or portions thereof, together with accompanying and other relevant schedules, related work papers papers, records and documents relating to rulings or other determinations by Tax Authoritiesdocuments. Each party Party shall (and shall cause its Affiliates shall make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Each of Seller and Purchaser shall to) retain all Tax Returns, schedules and work papers, and all material records and other documents in its possession relating to Tax matters of the Business for each Transferred Entities with respect to any Pre-Closing Tax period first ending after the Closing Date and for all prior Tax periods Period until the later of (i) the expiration of the relevant statute of limitations of the Tax period to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified in writing of such extensions for the respective Tax periods, and or (ii) three eight (8) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 7.03 shall be kept confidential except as otherwise may be necessary in connection with the filing of Thereafter, a Party holding such Tax Returns or claims for other documents may dispose of them after offering the other Party reasonable notice and opportunity to take possession of such Tax refunds or in conducting Returns and other documents at such other Party’s own expense. Each Party shall make its employees reasonably available on a contest or as otherwise may be required by Applicable Law or the rules mutually convenient basis at its cost to provide explanation of any stock exchange. Seller shall promptly notify Purchaser if, as a result of the amendment of any Tax Return, any claim documents or assessment by any Tax authority or any other cause, the Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Seller, the Ceding Company of any of its Affiliates as of the Closing Date (immediately prior to the Closing) with respect to the Ceded Insurance Contracts, and shall provide Purchaser updated information of such reserves. Upon receipt of such information, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with the principles of Section 7.01so provided.

Cooperation and Exchange of Information. Seller (a) The Purchaser and Purchaser shall the Sellers will provide each other (at no charge, other than reasonable out-of-pocket expenses) with such cooperation and information as either of them may be reasonably requested in preparing or their respective Affiliates may reasonably request of the other in finalizing any financial statements or accounting records or filing any Tax Return, amended Tax Return or claim for Tax refund, determining a any liability for Taxes or a right to a Tax refund, refund of Taxes or participating in or conducting any contest audit or other proceeding in respect of Taxes (a “Tax Contest”)relating to the Purchased Assets or the Business. Such cooperation and information shall include providing reasonable access to accounting systems and records and providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, schedules and related work papers and documents relating to rulings or other determinations by Tax Authoritiestaxing authorities. Each party of the parties will make themselves (and its Affiliates shall make its their respective employees available and Representatives) reasonably available, on a basis mutually convenient to both parties basis, to provide explanations of any documents or information provided hereunderunder this Section 5.09(a) and to provide reasonable assistance with the preparation or finalization of any financial statements or accounting records. Each of Seller The Purchaser and Purchaser shall the Sellers will retain all Tax Returns, schedules and work papers, records and other documents Documents in its their possession relating (or in the possession of their Affiliates) relevant to Tax matters of the Purchased Assets or the Business for each Tax the taxable period first ending after the Closing Date and for all prior Tax taxable periods until the later of (i) the expiration of the statute of limitations of the Tax period taxable periods to which such Tax Returns and other documents Documents relate, without regard to extensions except to the extent notified in writing of such extensions for the respective Tax periodsextensions, and (ii) three six (6) years following the due date for the filing of the Tax Returns covered by such Tax Documents (without extension) for regard to extensions). After such time, before the Purchaser or any Seller shall dispose of any such Tax ReturnsDocuments in its possession (or in the possession of its Affiliates), the other party shall be given the opportunity, after 90 days’ prior written notice, to remove and retain all or any part of such Tax Documents as such other party may select (at such other party’s expense). In the event that a Seller is liquidated or otherwise ceases to be a going concern prior to the expiration of the period described in the second preceding sentence and such Seller’s Tax Documents are not retained by any such Seller’s Affiliate, such Seller shall offer the Purchaser the opportunity (with 60 NYDOCS03/882968.12 90 days’ prior written notice or such shorter period of notice as may be practicable) to remove and retain such Tax Documents (at the Purchaser’s expense), and such Seller may then dispose of any such Tax Documents not removed by the Purchaser. If it is not practical for the Purchaser or the Sellers to give the other party the right to retain Tax Documents under this Section 5.09(a), the other party may instead be given a reasonable opportunity to make copies, at its own expense of such Tax Documents. Any information obtained under this Section 7.03 5.09(a) shall be kept confidential confidential, except as otherwise may be necessary otherwise required in connection with the filing of Tax Returns or claims for Tax refunds refund or in conducting a contest an audit or as otherwise may be required by Applicable Law or the rules of any stock exchange. Seller shall promptly notify Purchaser if, as a result of the amendment of any Tax Return, any claim or assessment by any Tax authority or any other cause, the Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Seller, the Ceding Company of any of its Affiliates as of the Closing Date (immediately prior to the Closing) with respect to the Ceded Insurance Contracts, and shall provide Purchaser updated information of such reserves. Upon receipt of such information, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with the principles of Section 7.01proceeding.

Cooperation and Exchange of Information. Seller The Seller, the Purchaser and Purchaser shall the Company will provide each other (and in the case of the Purchaser and the Company, shall provide any Person designated by the Seller) with such cooperation and information as either any of them or their respective Affiliates reasonably may reasonably request of the other another in filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, refund of Taxes or participating in or conducting any contest audit or other proceeding in respect of Taxes (a “Tax Contest”)Taxes. Such cooperation and information shall include the preparation of tax packages for the Seller (or its designee) in substantially the same form and at the same time in which such information customarily was provided to the Seller or Viacom in previous Tax periods and providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, schedules and related work papers and documents relating to rulings or other determinations by Tax Authoritiesauthorities. Each such party and its Affiliates shall make its employees available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided hereunder. Each of Seller and Purchaser shall such party will retain all Tax Returns, schedules and work papers, papers and all material records and or other documents in its possession relating to Tax matters of the Business Company for each the Tax period first ending after the Closing Date and for all prior Tax periods until the later of (ia) the expiration of the statute of limitations of the Tax period periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by another party in writing of such extensions for the respective Tax periods, and or (iib) three eight years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 7.03 7.5 shall be kept confidential confidential, except as otherwise may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refunds refund or in conducting a contest an audit or as otherwise may be required by Applicable Law or the rules of any stock exchange. Seller shall promptly notify Purchaser if, as a result of the amendment of any Tax Return, any claim or assessment by any Tax authority or any other cause, the Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Seller, the Ceding Company of any of its Affiliates as of the Closing Date (immediately prior to the Closing) with respect to the Ceded Insurance Contracts, and shall provide Purchaser updated information of such reserves. Upon receipt of such information, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with the principles of Section 7.01proceeding.

Cooperation and Exchange of Information. Seller and Purchaser Buyer shall provide each other with such cooperation and information as either of them or their respective Affiliates reasonably may reasonably request of the other in filing any Tax Return, amended Tax Return pursuant to this Article VI or claim for Tax refund, determining a liability for Taxes in connection with any audit or a right to a Tax refund, or participating in or conducting any contest other proceeding in respect of Taxes (a “Tax Contest”)of 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 party and its Affiliates shall make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereundertax authorities. Each of Seller and Purchaser Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Business Company for each Tax any taxable period first ending after beginning before the Closing Date and for all prior Tax periods until the later of (i) the expiration of the statute of limitations of the Tax period 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, and (ii) three years following the due date (without extension) for such destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the 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. Any information obtained under Notwithstanding anything in this Section 7.03 6.06 or elsewhere in this Agreement to the contrary, Seller shall not be kept confidential except as otherwise may be necessary in connection with the filing of required to furnish to Buyer any Tax Returns (or claims for Tax refunds information related thereto) of Seller or in conducting a contest or as otherwise may be required by Applicable Law or its Affiliates (other than the rules of any stock exchange. Seller shall promptly notify Purchaser ifCompany and its Subsidiaries), as a result of the amendment of including any Tax Return, any claim or assessment by any Tax authority Return of an Affiliated Group of which Seller or any Affiliate of Seller (other cause, than the Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Seller, the Ceding Company of or any of its Affiliates as of the Closing Date (immediately prior to the ClosingSubsidiaries) with respect to the Ceded Insurance Contracts, and shall provide Purchaser updated information of such reserves. Upon receipt of such information, Purchaser shall provide Seller with is a revised Purchase Price allocation in accordance with the principles of Section 7.01member.

Cooperation and Exchange of Information. Not more than sixty (60) days after the receipt of a customary package of Tax information materials requests from Seller, Purchaser shall, and shall cause its Affiliates to, provide to Seller a package of Tax information materials, including schedules and work papers, requested by Seller to enable Seller to prepare and file all Tax Returns required to be prepared and filed by it with respect to the Company. Purchaser shall prepare such package completely and accurately, in good faith and in a manner consistent with Seller’s past practice. Each party to this Agreement shall, and shall cause its Affiliates to, provide each to the other with party to this Agreement such cooperation cooperation, documentation and information as either of them or their respective Affiliates reasonably may reasonably request of the other in (i) filing any Tax Return, amended Tax Return or claim for refund (including those Tax refundReturns required to be prepared and filed by Seller under Section 9.5(a)), (ii) determining a liability for Taxes or an indemnity obligation under this Article IX or a right to a Tax refundrefund of Taxes, or participating in or (iii) conducting any contest in respect of Taxes (a “Tax Contest”)Proceeding. Such cooperation and information shall include providing necessary powers of attorney, copies of all relevant portions of relevant Tax Returns or portions thereofReturns, together with all relevant portions of relevant accompanying schedulesschedules and relevant work papers, related work papers and relevant documents relating to rulings or other determinations by taxing authorities and relevant records concerning the ownership and Tax Authoritiesbasis of property and other information, which any such party may possess. Each party and its Affiliates shall make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Each of Seller and Purchaser shall retain all Tax Returns, schedules and work papers, and all material records and other documents in its possession relating to Tax matters matters, of the Business relevant entities for each their respective Tax period first periods ending after on or prior to the Closing Date and for all prior Tax periods until the later of (ix) the expiration of the statute of limitations of for the Tax period periods to which such the Tax Returns and other documents relate, without regard to extensions except to the extent notified in writing of such extensions for the respective Tax periods, and or (iiy) three eight years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 7.03 shall be kept confidential except as otherwise may be necessary in connection with Thereafter, the filing of party holding such Tax Returns or claims for other documents may dispose of them after offering the other party reasonable notice and opportunity to take possession of such Tax refunds or in conducting Returns and other documents at such other party’s own expense. Each party shall make its employees reasonably available on a contest or as otherwise may be required by Applicable Law or the rules mutually convenient basis at its cost to provide explanation of any stock exchange. Seller shall promptly notify Purchaser if, as a result of the amendment of any Tax Return, any claim documents or assessment by any Tax authority or any other cause, the Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Seller, the Ceding Company of any of its Affiliates as of the Closing Date (immediately prior to the Closing) with respect to the Ceded Insurance Contracts, and shall provide Purchaser updated information of such reserves. Upon receipt of such information, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with the principles of Section 7.01so provided.

Cooperation and Exchange of Information. Seller Each party to this Agreement shall, and Purchaser shall cause its Affiliates to, provide each to the other with party to this Agreement such cooperation cooperation, documentation and information as either of them or their respective Affiliates reasonably may reasonably request (and at the reasonable expense of the other requesting party) in (a) filing any Tax Return, amended Tax Return or claim for Tax refund, (b) determining a liability Liability for Taxes or a right to a Tax refund, refund of Taxes or participating in or (c) conducting any contest in respect of Taxes (a “Tax Contest”)Proceeding. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns or portions thereofReturns, together with all relevant portions of relevant accompanying schedulesschedules and relevant work papers, related work papers and relevant documents relating to rulings or other determinations by taxing authorities and relevant records concerning the ownership and Tax Authoritiesbasis of property and other information, which any such party may possess. Each party and its Affiliates shall make its employees reasonably available on a basis mutually convenient to both parties basis at the requesting party’s reasonable cost to provide explanations an explanation of any documents or information provided hereunderso provided. Notwithstanding anything in this Agreement, none of the parties to this Agreement or any of their respective Affiliates shall be required to provide any document pursuant to this Section 8.3 that such party reasonably believes is entitled to legal or accounting privilege that could be waived by such provisions and notwithstanding anything to the contrary in this Agreement, (x) neither Parent nor any of the Sellers shall be required to provide any Person with any Tax Return or copy of any Tax Return of (i) Parent or a member of the Parent Group or (ii) a consolidated, combined, affiliated or unitary group that includes any member of the Parent Group and (y) none of Purchaser or any of its Affiliates shall be required to provide any Person with any Tax Return or copy of any Tax Return of (i) Purchaser or any member a consolidated, combined, affiliated or unitary group that includes Purchaser (other than any of the Transferred Entities) or (ii) a consolidated, combined, affiliated or unitary group that includes any of the Transferred Entities that relates to any taxable period beginning after the Closing. Each of Seller and Purchaser party shall use commercially reasonable efforts to retain all material Tax Returns, schedules and work papers, and all material records and other documents in its possession relating to Tax matters matters, of the Business relevant entities for each their respective Tax period first periods ending after on or prior to the Closing Date and for all prior Tax periods until the later of (i) the expiration of the statute of limitations of for the Tax period periods to which such the Tax Returns and other documents relate, without regard to extensions except to the extent notified in writing of such extensions for the respective Tax periods, and (ii) three years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 7.03 shall be kept confidential except as otherwise may be necessary in connection with the filing of Tax Returns or claims for Tax refunds or in conducting a contest or as otherwise may be required by Applicable Law or the rules of any stock exchange. Seller shall promptly notify Purchaser if, as a result of the amendment of any Tax Return, any claim or assessment by any Tax authority or any other cause, the Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Seller, the Ceding Company of any of its Affiliates as of the Closing Date (immediately prior to the Closing) with respect to the Ceded Insurance Contracts, and shall provide Purchaser updated information of such reserves. Upon receipt of such information, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with the principles of Section 7.01.