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

Tax Cooperation and Exchange of Information. The Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the Purchaser. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax authorities. The Seller and the Purchaser shall make themselves (and their respective employees) available on a basis mutually convenient to both parties to provide explanations of any documents or information provided under this Section 5.09. Each of the Seller and the Purchaser shall retain all Tax Returns, schedules and work papers, records and other documents in its possession (or in the possession of its Affiliates) relating to Tax matters relevant to the Purchased Assets or the Purchased Business for each taxable period first ending after the Closing and for all prior taxable periods for a period equal to the lesser of five years or until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents or other information which is in the possession of the other party, the requesting party shall give the other party written notice indicating the documents to be retained at least 90 days prior to the fifth anniversary of the Closing Date. Any information obtained under this Section 5.09 shall be kept confidential in accordance with Section 5.03, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company, the Subsidiaries and the Joint Ventures to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the PurchaserTaxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.097.05. Each Notwithstanding anything to the contrary in Section 5.02, each of the Seller and the Purchaser 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, including the Company, the Subsidiaries and the Joint Ventures) relating to Tax matters relevant to of the Purchased Assets Company, any Subsidiary or the Purchased Business any Joint Venture for each any taxable period first ending after that includes the Closing date of the Merger and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to or (ii) six years following the extent notified by due date (without extension) for such Tax Returns. After such time, before the other party in writing Seller or the Purchaser shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in its possession (or other information which is in the possession of its Affiliates, including the other partyCompany, the requesting party shall give Subsidiaries and the Joint Ventures), the other party written notice indicating the documents to shall be retained at least 90 given an opportunity, after ninety (90) days prior written notice, to the fifth anniversary remove and retain all or any part of the Closing Datesuch documents as such other party may select (at such other party’s expense). Any information obtained under this Section 5.09 7.05 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any part of Taxes; provided, that such cooperation shall be at the Purchased Assets or the Purchased Business from the Purchaserrequesting party’s expense. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.096.05. Each Notwithstanding anything to the contrary in Section 5.02, each of the Seller and the Purchaser 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 relevant to of the Purchased Assets Company or the Purchased Business any Subsidiary for each any taxable period first ending after that includes the Closing Date and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, or (ii) 6 years following the due date (without regard to extensions except to extension) for such Tax Returns. After such time, before the extent notified by Seller or the other party in writing Purchaser shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party shall give the other party written notice indicating the documents to shall be retained at least given an opportunity, after 90 days prior written notice, to the fifth anniversary remove and retain all or any part of the Closing Datesuch documents as such other party may select (at such other party’s expense). Any information obtained under this Section 5.09 6.05 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller and the Purchaser shall provide each other with such cooperation and information as either any of them reasonably may request of the other in filing any Tax Return, amended Tax Return or claim for refund, determining a any liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations relating to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the PurchaserAssumed Liabilities or reducing or avoiding any Conveyance Tax. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, schedules and related work papers and documents in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller and the Purchaser shall make themselves (and their respective employees) available available, on a basis mutually convenient to both parties basis, to provide explanations of any documents or information provided under this Section 5.095.11. Each Notwithstanding anything to the contrary in this Section 5.11, each of the Seller and the Purchaser shall 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 relevant to the Purchased Assets or the Purchased Business Assumed Liabilities for each the taxable period first ending after the Closing and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to extensions, or (ii) six (6) years following the extent notified by the other party in writing of due date (without extension) for such extensions for the respective Tax periods. In the event that any party desires to retain any such documents or other information which is in the possession of the other party, the requesting party shall give the other party written notice indicating the documents to be retained at least 90 days prior to the fifth anniversary of the Closing DateReturns. Any information obtained under this Section 5.09 5.11 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller From and after the Closing, the Sellers and the Purchaser Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Buyer shall cause the Companies to provide such cooperation and information) in (A) filing any Tax Return, amended Tax Return or claim for refund, (B) determining a liability for Taxes or a right to a refund of Taxes, (C) participating in or conducting any audit or other proceeding in respect of Taxes taxes, or making representations to or (D) furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets Assets, the business, or the Purchased Business Companies from the PurchaserBuyer. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller Sellers and the Purchaser Buyer shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis during normal business hours and upon reasonable notice to provide explanations of any documents or information provided under this Section 5.099.03. Each Notwithstanding anything to the contrary in this Agreement, each of the Seller Sellers and the Purchaser 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 relevant to of the Purchased Assets or the Purchased Business Companies for each any taxable period first ending after that includes the Closing Date and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to and (ii) six years following the extent notified by due date (without extension) for such Tax Returns. After such time, before the other party in writing Sellers or the Buyer shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party shall give the other party written notice indicating the documents to shall be retained at least given an opportunity, after 90 days prior written notice, to the fifth anniversary remove and retain all or any part of the Closing Datesuch documents as such other party may select (at such other party’s expense). Any information obtained under this Section 5.09 9.03 shall be kept confidential in accordance with Section 5.03confidential, except as otherwise may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Xxxxxx Entities to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the PurchaserTaxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.097.05. Each Notwithstanding anything to the contrary in Section 5.02, each of the Seller and the Purchaser 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 relevant to the Purchased Assets or the Purchased Business of any Xxxxxx Entity for each any taxable period first ending after that includes the Closing Date and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, or (ii) six years following the due date (without regard to extensions except to extension) for such Tax Returns. After such time, before the extent notified by Seller or the other party in writing Purchaser shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party shall give the other party written notice indicating the documents to shall be retained at least given an opportunity, after 90 days prior written notice, to the fifth anniversary remove and retain all or any part of the Closing Datesuch documents as such other party may select (at such other party’s expense). Any information obtained under this Section 5.09 7.05 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller and the Purchaser shall provide each other other, the Purchaser shall cause each of its Subsidiaries to provide the Seller, and the Seller shall cause each of its Affiliates to provide the Purchaser, with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, or participating in or conducting any audit or other proceeding in respect of Taxes or making representations relating to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Transferred Assets or the Purchased Business from the PurchaserBusiness. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax authoritiesGovernmental Authorities. The Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.096.2. Each Notwithstanding anything to the contrary in Section 5.2, each of the Seller and its Affiliates and the Purchaser and its Subsidiaries 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) possession, including any electronic files, relating to Tax matters relevant to the Purchased Transferred Assets or the Purchased Business for each any taxable period first ending after that includes the Closing Date and for all prior taxable periods for a period equal to until the lesser later of five years or until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relaterelate (including any extensions or waivers to such statute of limitations agreed to in writing with a Governmental Authority), without regard to extensions except to or six years following the extent notified by filing date for such Tax Returns. After such time, before the Seller or any of its Affiliates or the Purchaser or any of its Subsidiaries shall dispose of any such documentation in its possession, including electronic files, the other party in writing shall be given an opportunity, after 90 days’ prior written notice, to remove and retain all or any part of such extensions for the respective Tax periods. In the event that any documents as such other party desires to retain any may select (at such documents or other information which is in the possession of the other party, the requesting party shall give the other party written notice indicating the documents to be retained at least 90 days prior to the fifth anniversary of the Closing Date’s expense). Any information obtained under this Section 5.09 6.2 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceedingproceeding with respect to Taxes.

Tax Cooperation and Exchange of Information. The Seller and parties hereto will provide the Purchaser shall provide each other parties with such cooperation and information as either of them may be reasonably may request of the other requested in filing any Tax Return, amended Tax Return or claim for refund, determining a any liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations relating to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the PurchaserBusiness. 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 in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller and Each of the Purchaser shall parties will make themselves (and their respective employees) available available, on a basis mutually convenient to both parties basis, to provide explanations of any documents or information provided under this Section 5.095.08. Each of the Seller and the Purchaser shall 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 relevant to the Purchased Assets or the Purchased Business for each the taxable period first ending after the Closing and for all prior taxable periods for a period equal to (the lesser “Tax Documents”) until the later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to extensions, or (ii) six years following the extent notified by due date (without extension) for such Tax Returns. After such time, before any of the parties shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party in writing parties shall be given the opportunity, after 90 days’ prior written notice, to remove and retain all or any part of such extensions for the respective Tax periodsdocuments as such other parties may select (at such other parties’ expense). In the event that any party desires 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, 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 and such Seller may then dispose of any such documents or other information which not removed by Purchaser. If it is in the possession of the other party, the requesting party shall not practical to give the other party written notice indicating the documents right to retain Tax Documents, the other party may instead be retained given a reasonable opportunity to make copies, at least 90 days prior to the fifth anniversary its own expense of the Closing Datesuch Tax Documents. Any information obtained under this Section 5.09 5.08 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Upon the terms set forth in Section 5.02 of this Agreement, the Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the PurchaserTaxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax authorities. The Seller and the Purchaser shall make themselves (and shall direct and instruct their respective employeesemployees to be) available on a basis mutually convenient to both parties to provide explanations of any documents or information provided under this Section 5.095.14. Each of the Seller and the Purchaser shall retain all Tax Returns, schedules and work papers, records and other documents in its possession (or in the possession of its Affiliates) relating to Tax matters relevant to the Purchased Assets or the Purchased Business for each taxable period first ending after the Closing and for all prior taxable periods for a period equal to until the lesser later of five years or until (a) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods, or (b) six years following the due date (without extension) for such Tax Returns. In After such time, before the event that any party desires to retain Seller or the Purchaser shall dispose of any such documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party shall give the other party shall be given the opportunity, after 90 days’ prior written notice indicating the notice, to remove and retain all or any part of such documents to be retained as such other party may select (at least 90 days prior to the fifth anniversary of the Closing Datesuch other party’s expense). Any information obtained under this Section 5.09 5.14 shall be kept confidential in accordance with Section 5.03, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding. The Purchaser shall, in accordance with Section 5.02(b), make available the Transferred Employees and direct and instruct such Transferred Employees to cooperate with the Seller in the resolution of any Tax claims made against or incurred by the Seller prior to the Closing.

Tax Cooperation and Exchange of Information. The Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Subsidiaries to provide such cooperation and information) in (a) filing any Tax Return, amended Tax Return or claim for refund, (b) determining a liability for Taxes or a right to a refund of Taxes, or (c) participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the PurchaserTaxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereofthereof to the extent related to the Company and the Subsidiaries, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax authoritiesGovernmental Authorities. The Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.097.06. Each Notwithstanding anything to the contrary in Section 5.02, each of the Seller and the Purchaser 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 relevant to of the Purchased Assets Company or the Purchased Business any Subsidiary for each any taxable period first ending after that includes the Closing Date and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to and (ii) six years following the extent notified by due date (without extension) for such Tax Returns. After such time, before the other party in writing Seller or the Purchaser shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party shall give the other party written notice indicating the documents to shall be retained at least given an opportunity, after 90 days prior written notice, to remove and retain all or any part of such documents that relate solely to the fifth anniversary of Company and the Closing DateSubsidiaries as such other party may select (at such other party’s expense). Any information obtained under this Section 5.09 7.06 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceedinghandling a Tax Action.

Tax Cooperation and Exchange of Information. The Seller BSC and the Purchaser shall will provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return, amended Tax Return or claim for refund, determining a any liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations relating to or furnishing information to parties subsequently desiring to purchase any part of this Agreement, the Purchased Assets or the Purchased Business from the PurchaserBusiness. 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 in their possession relating to rulings or other determinations by taxing authorities; provided that in no event shall BSC or the Purchaser or any of their respective Affiliates be required to provide access to or copies of any income Tax authoritiesReturns of BSC, the Purchaser, or any such Affiliate including the Sellers. The Seller BSC and the Purchaser shall will make themselves (and their respective employees) available available, on a basis mutually convenient to both parties basis, to provide explanations of any documents or information provided under this Section 5.095.14. Each of the Seller BSC 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 (or in the possession of its Affiliates) relating to Tax matters relevant to the Purchased Assets or for the Purchased Business for each taxable period first ending after the Closing and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to extensions, or (ii) six years following the extent notified by due date (without extension) for such Tax Returns. After such time, before BSC or the other party in writing Purchaser shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party shall give the other party shall be given the opportunity, after 90 days’ prior written notice indicating the notice, to remove and retain all or any part of such documents to be retained as such other party may select (at least 90 days prior to the fifth anniversary of the Closing Datesuch other party’s expense). Any information obtained under this Section 5.09 5.14 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding. Any out-of-pocket expenses incurred in furnishing such information or assistance pursuant to this Section 5.14 shall be borne by the party requesting it.

Tax Cooperation and Exchange of Information. The Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in (a) filing any Tax Return, amended Tax Return or claim for refundrefund relating to the Purchased Assets or the Business, (b) determining a liability Liability for Taxes or a right to a refund of TaxesTaxes relating to the Purchased Assets or the Business, (c) participating in or conducting any audit or other proceeding in respect of Taxes relating to the Purchased Assets or the Business, or (d) making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the Purchaser. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax authorities. The Seller and the Purchaser shall make themselves (and their respective employees) available on a basis mutually convenient to both all parties to provide explanations of any documents or information provided under this Section 5.097.01. Each of Notwithstanding anything to the contrary in Section 5.01, the Seller and the Purchaser shall retain all Tax Returns, schedules and work papers, records and other documents in its possession (or in the possession of its Affiliates) relating to Tax matters relevant to the Purchased Assets or the Purchased Business for each taxable period first ending after the Closing any Straddle Period and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party Purchaser in writing of such extensions for the respective Tax periodsperiods and (ii) six years following the due date (without extension) for such Tax Returns. In After such time, before the event that any party desires to retain Seller shall dispose of any such documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party Purchaser shall give be given the other party opportunity, after 30 days’ prior written notice indicating notice, to remove and retain all or any part of such documents as the documents to be retained Purchaser may select (at least 90 days prior to such the fifth anniversary of the Closing DatePurchaser’s expense). Any information obtained under this Section 5.09 7.01 shall be kept confidential in accordance with Section 5.03, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller Sellers’ and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and its Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the PurchaserTaxes. Such cooperation and information shall include providing copies of relevant Tax Returns of the Company and its Subsidiaries or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller Sellers and the Purchaser shall make themselves (and their respective employeesemployees and the employees of the Company and its Subsidiaries) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.097.01. Each of the Seller Sellers and the Purchaser shall retain all of its respective 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 relevant to of the Purchased Assets or the Purchased Business Company and any of its Subsidiaries for each any taxable period first ending after that includes the Closing Date and for all prior taxable periods for a period equal to the lesser of five years or until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents extension or other information which is in the possession of the other party, the requesting party shall give the other party written notice indicating the documents to be retained at least 90 days prior to the fifth anniversary of the Closing Datewaivers thereof. Any information obtained under this Section 5.09 7.01 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause its Affiliates to provide such cooperation and information) in (a) filing any Tax Return, amended Tax Return or claim for refund, (b) determining a liability for Taxes or a right to a refund of Taxes, (c) participating in or conducting any audit or other proceeding in respect of Taxes Taxes, or (d) making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets Target Shares, the Assets, the Business, or Purchaser’s interest in any members of the Purchased Business Target Group from the Purchaser. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax authoritiesTaxing Authorities. The Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.097.06. Each Notwithstanding anything to the contrary in Section 6.02, each of the Seller and the Purchaser 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 relevant to of any member of the Purchased Assets or the Purchased Business Target Group for each any taxable period first ending after that includes the date of the Closing and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to and (ii) six years following the extent notified by due date (without extension) for such Tax Returns. After such time, before the other party in writing Seller or the Purchaser shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party shall give the other party written notice indicating the documents to shall be retained at least 90 given an opportunity, after ninety (90) days prior written notice, to the fifth anniversary remove and retain all or any part of the Closing Datesuch documents as such other party may select (at such other party’s expense). Any information obtained under this Section 5.09 7.06 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller Sellers and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the Purchaser(including a 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 in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller Sellers and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.097.05. Each of Notwithstanding anything to the Seller contrary in Section 6.02, the Sellers and the Purchaser shall each 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 relevant to of the Purchased Assets or Company and the Purchased Business Company Subsidiaries for each taxable period first ending after any Tax Period that includes the date of the Closing and for all prior taxable periods for a period equal to Tax Periods until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods Tax Periods to which such Tax Returns and other documents relate, without regard to extensions except to or (ii) six (6) years following the extent notified by due date (without extension) for such Tax Returns. After such time, before the other party in writing Sellers or Purchaser shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party shall give the other party written notice indicating the documents to shall be retained at least 90 given an opportunity, after ninety (90) calendar days prior written notice, to the fifth anniversary remove and retain all or any part of the Closing Datesuch documents as such other party may select (at such other party’s expense). Any information obtained under this Section 5.09 7.05 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller Sellers and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Medvend Entities, and Medvend Holdings to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the PurchaserTaxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller Sellers and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.096.04. Each Notwithstanding anything to the contrary in this Agreement, each of the Seller Sellers and the Purchaser 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 relevant to of any of the Purchased Assets Medvend Entities, or the Purchased Business Medvend Holdings for each any taxable period first ending after that includes the date of the Closing and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to or (ii) six years following the extent notified by due date (without extension) for such Tax Returns. After such time, before the other party in writing Sellers or the Purchaser shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party shall give the other party written notice indicating the documents to shall be retained at least given an opportunity, after 90 days prior written notice, to the fifth anniversary remove and retain all or any part of the Closing Datesuch documents as such other party may select (at such other party’s expense). Any information obtained under this Section 5.09 6.04 shall be kept confidential confidential, except as may be otherwise necessary in accordance connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding. Conveyance Taxes. The Sellers and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and each shall, to the extent possible, cause the Medvend Entities, Medvend Holdings, and any of their successors, to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 5.036.04. Any information obtained under this Section 6.04 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller Parties and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and shall cause the Acquired Companies to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the PurchaserTaxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents (to the extent in their possession the relevant Party’s possession) relating to rulings or other determinations by Governmental Authorities and executing or causing the execution of appropriate power(s) of attorney to allow the Seller Parties to control Tax-related audits, examinations or other proceedings as contemplated hereby; provided, however, that such cooperation shall not include providing copies of any Tax authoritiesReturns of any Seller Parties. The Seller Parties and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.096.02. Each of the Seller Parties and the Purchaser 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 relevant to of the Purchased Assets or the Purchased Business Acquired Companies for each any taxable period first ending after that includes the date of the Closing and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to or (ii) six (6) years following the extent notified by the other party in writing of due date (without extension) for such extensions for the respective Tax periods. In the event that any party desires to retain any such documents or other information which is in the possession of the other party, the requesting party shall give the other party written notice indicating the documents to be retained at least 90 days prior to the fifth anniversary of the Closing DateReturns. Any information obtained under this Section 5.09 6.02 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes Taxes. For the avoidance of doubt, such cooperation shall include, without limitation, executing or making representations signing any document related to Tax, including any Tax Return, or furnishing information granting power of attorney to parties subsequently desiring the other party to purchase execute or sign any part of the Purchased Assets or the Purchased Business from the Purchasersuch document. Such cooperation and information also shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by taxing authorities; provided, however, in no event shall Seller or its Affiliates be required to provide the Purchaser, the Company or any Subsidiary with access to or copies of the Seller’s or its Affiliates’ Tax authoritiesReturns, related work papers or other documents other than portions thereof solely relating to the Business. The Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.097.05. Each Notwithstanding anything to the contrary in Section 5.02, each of the Seller and the Purchaser shall retain all Tax ReturnsReturns of the Company and the Subsidiaries, schedules and work papers, records and other documents papers in its possession (or in the possession of its Affiliates) relating to such Tax matters relevant to the Purchased Assets or the Purchased Business Returns for each any taxable period first ending after that includes the Closing Date and for all prior taxable periods for a period equal to until the lesser later of five years or until (a) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents or other information which is in the possession of the other party, the requesting party shall give the other party written notice indicating the documents to be retained at least 90 days prior to the fifth anniversary of the Closing Date. Any information obtained under this Section 5.09 shall be kept confidential in accordance with Section 5.03, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.or

Tax Cooperation and Exchange of Information. (a) The Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in preparing and filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the PurchaserTaxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax taxing authorities. To the extent reasonably requested by the Seller, the Purchaser shall authorize (or cause the Company and the Company Subsidiaries to authorize) by appropriate powers of attorney such Persons that the Seller shall designate to represent the Company or the Company Subsidiary in connection with a Contest relating to Taxes that is controlled by the Seller. The Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis during regular business hours to provide explanations of any documents or information provided under this Section 5.097.05. Each Notwithstanding anything to the contrary in Section 5.02, each of the Seller and the Purchaser 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 relevant to of the Purchased Assets Company or the Purchased Business any Company Subsidiary for each any taxable period first ending after that includes the date of the Closing and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to or (ii) six years following the extent notified by due date (without extension) for such Tax Returns. After such time, before the other party in writing Seller or the Purchaser shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party shall give the other party shall be given an opportunity, after ninety (90) days, prior written notice indicating the notice, to remove and retain all or any part of such documents to be retained as such other party may select (at least 90 days prior to the fifth anniversary of the Closing Datesuch other party’s expense). Any information obtained under this Section 5.09 7.05 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller Sellers and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company to provide such cooperation and information) in (a) filing any Tax Return, amended Tax Return or claim for refund, (b) determining a liability for Taxes or a right to a refund of Taxes, (c) participating in or conducting any audit or other proceeding in respect of Taxes Taxes, or (d) making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets Assets, the Business or the Purchased Business Company from the Purchaser. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller Sellers and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.096.06. Each of Notwithstanding anything to the contrary in Section 5.02, each Seller and the Purchaser 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 relevant to of the Purchased Assets or the Purchased Business Company for each any taxable period first ending after that includes the date of the Closing and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to extensions, and (ii) six years following the extent notified by due date (without extension) for such Tax Returns. After such time, before any Seller or the other party in writing Purchaser shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in his, her or other information which is its possession (or in the possession of Affiliates), the other partyparties shall be given an opportunity, the requesting party shall give the other party written notice indicating the documents to be retained at least after 90 days prior written notice, to the fifth anniversary remove and retain all or any part of the Closing Datesuch documents as such other party may select (at such other party's expense). Any information obtained under this Section 5.09 6.06 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller Sellers’ Representative and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause NPC and its Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the PurchaserTaxes. Such cooperation and information shall include providing copies of relevant Tax Returns of NPC and its Subsidiaries or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller Sellers’ Representative, NPC and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.098.04. Each Notwithstanding anything to the contrary in Section 6.02, each of the Seller Sellers and the Purchaser shall retain all of its respective 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 relevant to the Purchased Assets or the Purchased Business of NPC and any of its Subsidiaries for each any taxable period first ending after that includes the Closing Date and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to extension or waivers thereof, or (ii) six (6) years following the extent notified by due date (without extension) for such Tax Returns. After such time, before the other party in writing Sellers or the Purchaser shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in its possession (or other information which is in the possession of its Affiliates), the other partyParty shall be given an opportunity, the requesting party shall give the after ninety (90) days’ prior written notice, to remove and retain all or any part of such documents as such other party written notice indicating the documents to be retained Party may select (at least 90 days prior to the fifth anniversary of the Closing Datesuch other Party’s expense). Any information obtained under this Section 5.09 8.04 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding. The Purchaser, Sellers’ Representative, NPC and its Subsidiaries further agree, upon request, to use their reasonable best 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 that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby).

Tax Cooperation and Exchange of Information. The Seller and the Purchaser shall provide each other other, the Purchaser shall cause each of its Subsidiaries to provide the Seller, and the Seller shall cause each of its Affiliates to provide the Purchaser, with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, obtaining the benefit of any Tax holiday, Tax concession or similar Tax benefit, or participating in or conducting any audit or other proceeding in respect of Taxes or making representations relating to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets Transferred Assets, the Business or the Purchased Business from the PurchaserCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax authoritiesGovernmental Authorities. The Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.096.1. Each Notwithstanding anything to the contrary in Section 5.2, each of the Seller and its Affiliates and the Purchaser and its Subsidiaries 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) possession, including any electronic files, relating to Tax matters relevant to the Purchased Assets Transferred Assets, the Business or the Purchased Business Company for each any taxable period first ending after that includes the Closing Date and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relaterelate (including any extensions or waivers to such statute of limitations agreed to in writing with a Governmental Authority), without regard to extensions except to or (ii) six years following the extent notified by filing date for such Tax Returns. After such time, before the Seller or any of its Affiliates or the Purchaser or any of its Subsidiaries shall dispose of any such documentation in its possession, including electronic files, the other party in writing shall be given an opportunity, after 90 days’ prior written notice, to remove and retain all or any part of such extensions for the respective Tax periods. In the event that any documents as such other party desires to retain any may select (at such documents or other information which is in the possession of the other party, the requesting party shall give the other party written notice indicating the documents to be retained at least 90 days prior to the fifth anniversary of the Closing Date’s expense). Any information obtained under this Section 5.09 6.1 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceedingproceeding with respect to Taxes.

Tax Cooperation and Exchange of Information. (a) The Seller and parties hereto will provide the Purchaser shall provide each other parties with such cooperation and information as either of them may be reasonably may request of the other requested in filing any Tax Return, amended Tax Return or claim for refund, determining a any liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations relating to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the PurchaserBusiness. 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 in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller and Each of the Purchaser shall parties will make themselves (and their respective employees) available available, on a basis mutually convenient to both parties basis, to provide explanations of any documents or information provided under this Section 5.095.10(a). Each of the Seller and the Purchaser shall 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 relevant to the Purchased Assets or the Purchased Business for each the taxable period first ending after the Closing and for all prior taxable periods for a period equal to (the lesser “Tax Documents”) until the later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to extensions, or (ii) six (6) years following the extent notified by due date (without extension) for such Tax Returns. After such time, before any of the parties shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party in writing shall be given the opportunity, after 90 days’ prior written notice, to remove and retain all or any part of such extensions for the respective Tax periodsdocuments as such other party may select (at such other party’s expense). In the event that any party desires 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, 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 and such Seller may then dispose of any such documents or other information which is in not removed by the possession of the other party, the requesting party shall give the other party written notice indicating the documents to be retained at least 90 days prior to the fifth anniversary of the Closing Date. Any information obtained under this Section 5.09 shall be kept confidential in accordance with Section 5.03, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceedingPurchaser.

Tax Cooperation and Exchange of Information. The Following the Closing, the Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the PurchaserTaxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided made available under this Section 5.097.05. Each Notwithstanding anything to the contrary in Section 5.02, each of the Seller and the Purchaser 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 relevant to of the Purchased Assets or the Purchased Business Company for each taxable period first ending after any Taxable Period that includes the Closing Date and for all prior taxable periods for a period equal to Taxable Periods until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods Taxable Periods to which such Tax Returns and other documents relate, without regard to extensions except to extensions; or (ii) six (6) years following the extent notified by due date (without extension) for such Tax Returns. After such time, before the other party in writing Seller or the Purchaser shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party shall give the other party written notice indicating the documents to shall be retained at least 90 given an opportunity, after ninety (90) days prior written notice, to the fifth anniversary remove and retain all or any part of such documents as such other party may select (at such other party’s expense). The terms of the Closing Date. Any Confidentiality Agreement shall apply to all information obtained under this Section 5.09 shall be kept confidential in accordance with Section 5.037.05, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes Taxes. For the avoidance of doubt, such cooperation shall include, without limitation, executing or making representations signing any document related to Tax, including any Tax Return, or furnishing information granting power of attorney to parties subsequently desiring the other party to purchase execute or sign any part of the Purchased Assets or the Purchased Business from the Purchasersuch document. Such cooperation and information also shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by taxing authorities; provided, however, in no event shall Seller or its Affiliates be required to provide the Purchaser, the Company or any Subsidiary with access to or copies of the Seller’s or its Affiliates’ Tax authoritiesReturns, related work papers or other documents other than portions thereof solely relating to the Business. The Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.097.05. Each Notwithstanding anything to the contrary in Section 5.02, each of the Seller and the Purchaser shall retain all Tax ReturnsReturns of the Company and the Subsidiaries, schedules and work papers, records and other documents papers in its possession (or in the possession of its Affiliates) relating to such Tax matters relevant to the Purchased Assets or the Purchased Business Returns for each any taxable period first ending after that includes the Closing Date and for all prior taxable periods for a period equal to until the lesser later of five years or until (a) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to or (b) six years following the extent notified by due date (without extension) for such Tax Returns. After such time, before the other party in writing Seller or the Purchaser shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such Tax Returns and other documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party shall give the other party written notice indicating the documents to shall be retained at least given an opportunity, after 90 days prior written notice, to remove and retain all or any part of such Tax Returns and other documents as such other party may select (at such other party’s expense); provided that the Purchaser shall have no right to Tax Returns and related work papers of the Seller or of any of its Affiliates other than those pertaining to the fifth anniversary of the Closing DateCompany or any Subsidiary. Any information obtained under this Section 5.09 7.05 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller and the Purchaser shall will provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax ReturnReturn (including, for the avoidance of doubt, any amended Tax Return Returns or claim claims for refund), determining a any liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations relating to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the PurchaserPackaged Gas Business. 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 in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller and the Purchaser shall will make themselves (and their respective employees) available available, on a basis mutually convenient to both parties basis, to provide explanations of any documents or information provided under this Section 5.097.18. 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 (or in the possession of its Affiliates) relating to Tax matters relevant to the Purchased Assets or the Purchased Packaged Gas Business for each the taxable period first ending after the Closing and for all prior taxable periods for a period equal to the lesser of five years or until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate. After such time, without regard to extensions except to before the extent notified by the other party in writing Purchaser shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party Seller shall give be given the other party opportunity, after ninety (90) days' prior written notice indicating notice, to remove and retain all or any part of such documents as the documents to be retained at least 90 days prior to the fifth anniversary of the Closing DateSeller may select. Any information obtained under this Section 5.09 7.18 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller Sellers and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Learning Entities to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the PurchaserTaxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller Sellers and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.097.05. Each Notwithstanding anything to the contrary in Section 5.02, each of the Seller Sellers and the Purchaser 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 relevant of any Learning Entity or relating to the Purchased Assets or the Purchased Business for each any taxable period first ending after that includes the Closing Date and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to or (ii) six (6) years following the extent notified by due date (without extension) for such Tax Returns. After such time, before the other party in writing Sellers or the Purchaser shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party shall give the other party written notice indicating the documents to shall be retained at least given an opportunity, after 90 days prior written notice, to the fifth anniversary remove and retain all or any part of the Closing Datesuch documents as such other party may select (at such other party’s expense). Any information obtained under this Section 5.09 7.05 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller Sellers and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Companies and the Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase (including any part of the Purchased Assets or the Purchased Business from the PurchaserTax 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 in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller Sellers and the Purchaser shall make themselves (and subject to Section 5.02, their respective employeesemployees and representatives) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.097.05. Each Notwithstanding anything to the contrary in Section 5.02, each of the Seller Sellers and the Purchaser shall retain all Tax Returns, schedules work papers and work papers, all material records and or other documents in its their possession (or in the possession of its their Affiliates) relating to Tax matters relevant to of the Purchased Assets Companies or the Purchased Business any Subsidiary for each any taxable period first ending after that includes the date of the Closing and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to or (ii) six years following the extent notified by due date (without extension) for such Tax Returns. After such time, before the other party in writing Sellers or the Purchaser shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in their possession (or other information which is in the possession of the other partytheir Affiliates), the requesting party shall give the other party written notice indicating the documents to shall be retained at least given an opportunity, after 90 days prior written notice, to the fifth anniversary remove and retain all or any part of the Closing Datesuch documents as such other party may select (at such other party’s expense). Any information obtained under this Section 5.09 7.05 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller Sellers and the Purchaser shall will provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return, amended Tax Return or claim for refund, determining a any liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations relating to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the PurchaserBusiness. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereofthereof primarily related to the Business or the Purchased Assets, together with accompanying schedules, schedules and related work papers and documents in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller Sellers and the Purchaser shall will make themselves (and their respective employees) available available, on a basis mutually convenient to both parties basis, to provide explanations of any documents or information provided under this Section 5.09section. Each of the Seller Sellers 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 (or in the possession of its Affiliates) relating to Tax matters relevant to the Purchased Assets or the Purchased Business for each the taxable period first ending after the Closing and for all prior taxable periods for a period equal to until the lesser later of five years or until (a) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to extensions, or (b) six years following the extent notified by due date (without extension) for such Tax Returns. After such time, before the other party in writing Sellers or the Purchaser shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party shall give the other party shall be given the opportunity, after 90 days’ prior written notice indicating the notice, to remove and retain all or any part of such documents to be retained as such other party may select (at least 90 days prior to the fifth anniversary of the Closing Datesuch other party’s expense). Any information obtained under this Section 5.09 section shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Companies to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the PurchaserTaxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.097.05. Each Notwithstanding anything to the contrary in Section 5.02, each of the Seller and the Purchaser 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 relevant to the Purchased Assets or the Purchased Business of either Company for each any taxable period first ending after that includes the date of the Closing and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations (taking into account any extensions or waivers thereof) of the taxable periods to which such Tax Returns and other documents relaterelate or (ii) six years following the due date (without extension) for such Tax Returns. After such time, without regard to extensions except to before the extent notified by Seller or the other party in writing Purchaser shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party shall give the other party written notice indicating the documents to shall be retained at least given an opportunity, after 90 days prior written notice, to the fifth anniversary remove and retain all or any part of the Closing Datesuch documents as such other party may select (at such other party’s expense). Any information obtained under this Section 5.09 7.05 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause its Affiliates to provide such cooperation and information) in (a) filing any Tax Return, amended Tax Return or claim for refund, (b) determining a liability for Taxes or a right to a refund of Taxes, (c) participating in or conducting any audit or other proceeding in respect of Taxes Taxes, or (d) making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets Target Shares, the Assets, the Business, or Purchaser’s interest in any members of the Purchased Business Target Group from the Purchaser. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax authoritiesTaxing Authorities. The Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.097.06. Each Notwithstanding anything to the contrary in Section 6.02, each of the Seller and the Purchaser 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 relevant to of any member of the Purchased Assets or the Purchased Business Target Group for each any taxable period first ending after that includes the date of the Closing and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to and (ii) six years following the extent notified by due date (without extension) for such Tax Returns. After such time, before the other party in writing Seller or the Purchaser shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party shall give the other party written notice indicating the documents to shall be retained at least given an opportunity, after 90 days prior written notice, to the fifth anniversary remove and retain all or any part of the Closing Datesuch documents as such other party may select (at such other party’s expense). Any information obtained under this Section 5.09 7.06 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Upon the terms set forth in Section 5.02 of this Agreement, Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the Purchaser. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax authorities. The Seller and the Purchaser shall make themselves (and their respective employeesemployees and their designated professionals) available on a basis mutually convenient to both parties to provide explanations of any documents or information provided under this Section 5.095.12. Each of the Seller and the Purchaser shall retain all Tax Returns, schedules and work papers, records and other documents in its possession (or in the possession of its Affiliates) relating to Tax matters relevant to the Purchased Assets or the Purchased Business for each taxable period first ending after the Closing and for all prior taxable periods for a period equal to until the lesser later of five years or until (a) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods, or (b) six (6) years following the due date (without extension) for such Tax Returns. In the event that any party desires to retain After such time, before Seller or Purchaser shall dispose of any such documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party shall give the other party shall be given the opportunity, after ninety (90) days’ prior written notice indicating the notice, to remove and retain all or any part of such documents to be retained as such other party may select (at least 90 days prior to the fifth anniversary of the Closing Datesuch other party’s expense). Any information obtained under this Section 5.09 5.12 shall be kept confidential in accordance with Section 5.03, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller Sellers and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Companies and the Subsidiaries to provide such cooperation and information) in (a) filing any Tax Return, amended Tax Return or claim for refund, (b) determining a liability for Taxes or a right to a refund of Taxes, (c) participating in or conducting any audit or other proceeding in respect of Taxes Taxes, or (d) making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets Assets, the Business or the Purchased Business any Company or Subsidiary from the Purchaser. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller Sellers and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.096.06. Each of Notwithstanding anything to the contrary in Section 5.01, each Seller and the Purchaser 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 relevant to of the Purchased Assets or Companies and the Purchased Business Subsidiaries for each any taxable period first ending after that includes the date of the Closing and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to extensions, and (ii) six years following the extent notified by due date (without extension) for such Tax Returns. After such time, before any Seller or the other party in writing Purchaser shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in his, her or other information which is its possession (or in the possession of Affiliates), the other partyparties shall be given an opportunity, the requesting party shall give the other party written notice indicating the documents to be retained at least after 90 days prior written notice, to the fifth anniversary remove and retain all or any part of the Closing Datesuch documents as such other party may select (at such other party’s expense). Any information obtained under this Section 5.09 6.06 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets Assets, the Business, the Company or the Purchased Business Company Subsidiaries from the Purchaser. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.097.06. Each Notwithstanding anything to the contrary in Section 5.02 hereto, each of the Seller and the Purchaser 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 relevant to the Purchased Assets Assets, the Business, the Company or the Purchased Business any Company Subsidiary for each any taxable period first ending after that includes the Closing Date and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to or (ii) six years following the extent notified by due date (without extension) for such Tax Returns. After such time, before the other party in writing Seller or the Purchaser shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party shall give the other party written notice indicating the documents to shall be retained at least given an opportunity, after 90 days prior written notice, to the fifth anniversary remove and retain all or any part of the Closing Datesuch documents as such other party may select (at such other party’s expense). Any information obtained under this Section 5.09 7.05 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller Acquirer and the Purchaser shall provide R&A Shareholders agree to furnish or cause to be furnished to each other with other, upon request, as promptly as practicable, such cooperation information and information assistance relating to R&A or RFS (including, without limitation, access to books and records, employees, contractors and representatives) as either is reasonably necessary for the filing of them reasonably may request of the other in filing any all Tax ReturnReturns, amended Tax Return Returns or claim for refund, determining a liability for Taxes or a right the making of any election related to a refund of Taxes, participating in or conducting the preparation for and conduct of any audit by any taxing authority, and the prosecution or other defense of any claim, suit or proceeding in respect of Taxes or making representations relating to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the PurchaserTax Return. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax authoritiesauthorities at the sole cost of the requesting party. The Seller If reasonably requested by the Acquirer and at the Purchaser Acquirer's sole expense, the CMR Representative shall make themselves (and their respective employees) himself available on a basis mutually convenient to both parties to provide explanations of any documents or information provided under this Section 5.09hereunder. Each of the Seller The Acquirer and the Purchaser R&A Shareholders shall retain all Tax Returns, schedules books and work papers, records and other documents with respect to Taxes pertaining to R&A or RFS in its their respective possession (or which shall include, in the case of the Acquirer, books and records in the possession of its AffiliatesR&A or RFS) relating to Tax matters relevant to until the Purchased Assets or the Purchased Business for each taxable period first ending after the Closing and for all prior taxable periods for a period equal to the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable 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 periodsperiods prior to such expiration, or (ii) six years following the due date (without extension) for such Tax Returns. In At the event that any end of such period, each party desires to retain shall provide the others with at least 10 days prior written notice before destroying any such documents books and records, during which period the parties receiving such notice can elect to take possession, at their own expense, of such books and records. The Acquirer and the R&A Shareholders shall cooperate with each other in the conduct of any audit or other information which is in the possession of the other party, the requesting party shall give the other party written notice indicating the documents proceeding related to be retained at least 90 days prior to the fifth anniversary of the Closing DateTaxes involving R&A or RFS. Any information provided or obtained under this Section 5.09 9.3 shall be kept confidential in accordance with Section 5.03, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Until Purchaser files its Tax Returns for fiscal year 2010, assuming that Purchaser complies with all applicable filing deadlines in connection with such filing, the Seller and the Purchaser shall will provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a any liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations relating to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the PurchaserBusiness. 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 in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller and the Purchaser shall will make themselves (and their respective employees) available available, on a basis mutually convenient to both parties basis, to provide explanations of any documents or information provided under this Section 5.095.05. 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 (or in the possession of its Affiliates) relating to Tax matters relevant to the Purchased Assets or the Purchased Business for each the taxable period first ending after the Closing and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to extensions, or (ii) six years following the extent notified by due date (without extension) for such Tax Returns. After such time, before the other party in writing Seller or the Purchaser shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party shall give the other party shall be given the opportunity, after 90 days’ prior written notice indicating the notice, to remove and retain all or any part of such documents to be retained as such other party may select (at least 90 days prior to the fifth anniversary of the Closing Datesuch other party’s expense). Any information obtained under this Section 5.09 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller Sellers and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Companies, as applicable, to provide such cooperation and information) in (a) filing any Tax Return, amended Tax Return or claim for refund, (b) determining a liability for Taxes or a right to a refund of Taxes, (c) participating in or conducting any audit or other proceeding in respect of Taxes Taxes, or (d) making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or Assets, the Purchased Business Business, the Companies from the Purchaser. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller Sellers and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.096.06. Each Notwithstanding anything to the contrary in this Agreement, each of the Seller Sellers and the Purchaser 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 relevant to of the Purchased Assets or the Purchased Business Companies for each any taxable period first ending after that includes the date of the Closing and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to and (ii) six years following the extent notified by due date (without extension) for such Tax Returns. After such time, before the other party in writing Sellers or the Purchaser shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party shall give the other party written notice indicating the documents to shall be retained at least given an opportunity, after 90 days prior written notice, to the fifth anniversary remove and retain all or any part of the Closing Datesuch documents as such other party may select (at such other party’s expense). Any information obtained under this Section 5.09 6.06 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller Sellers and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Subsidiaries to provide such cooperation and information) in (a) filing any Tax Return, amended Tax Return or claim for refund, (b) determining a liability for Taxes or a right to a refund of Taxes, (c) participating in or conducting any audit or other proceeding in respect of Taxes Taxes, or making representations to or (d) furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets Assets, the Business, the Company or the Purchased Business Subsidiaries from the Purchaser. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller Sellers and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.098.06. Each Notwithstanding anything to the contrary in this Agreement, each of the Seller Sellers and the Purchaser 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 relevant to of the Purchased Assets Company or the Purchased Business any Subsidiary for each any taxable period first ending after that includes the Closing Date and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to and (ii) six years following the extent notified by due date (without extension) for such Tax Returns. After such time, before the other party in writing Sellers or the Purchaser shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party shall give the other party written notice indicating the documents to shall be retained at least given an opportunity, after 90 days prior written notice, to the fifth anniversary remove and retain all or any part of the Closing Datesuch documents as such other party may select (at such other party’s expense). Any information obtained under this Section 5.09 8.06 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the Purchaser. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax authorities. The Seller and the Purchaser shall make themselves (and their respective employees) available on a basis mutually convenient to both parties to provide explanations of any documents or information provided under this Section 5.097.01. Each of the Seller and the Purchaser shall retain all Tax Returns, schedules and work papers, records and other documents in its possession (or in the possession of its Affiliates) relating to Tax matters relevant to the Purchased Assets or the Purchased Business for each taxable period first ending after the Closing and for all prior taxable periods for a period equal to until the lesser later of five years or until (a) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods, or (b) six years following the due date (without extension) for such Tax Returns. In After such time, before the event that any party desires to retain Seller or the Purchaser shall dispose of any such documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party shall give the other party shall be given the opportunity, after 90 days’ prior written notice indicating the notice, to remove and retain all or any part of such documents to be retained as such other party may select (at least 90 days prior to the fifth anniversary of the Closing Datesuch other party’s expense). Any information obtained under this Section 5.09 7.01 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller Sellers and the Purchaser shall will provide (and the Purchaser will cause Newco to provide) each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return, amended Tax Return or claim for refund, determining a any liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting cond ucting any audit or other proceeding in respect of Taxes or making representations relating to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the PurchaserBusiness. 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 in their possession relating to rulings or other determinations by Tax Taxing authorities. The Seller Sellers and the Purchaser shall will make themselves (and their respective employeesemployees and employees of their respective Affiliates) available available, on a basis mutually convenient to both parties basis, to provide explanations of any documents or information provided under this Section 5.09. Each of the Seller Sellers and the Purchaser shall will retain (and the Purchaser will cause Newco to 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 relevant to the Purchased Assets or the Purchased Business for each the taxable period first ending after the Closing and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable Taxable periods to which such Tax Returns and other documents relate, without regard to extensions except extensions, or (ii) six years following the due date (without extension) for such Tax Returns. After such time, before either Sellers or the Purchaser shall dispose (or, in the case of the Purchaser, permit Newco or its Affiliates to the extent notified by the other party in writing dispose) of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in their possession (or other information which is in the possession of the other partytheir Affiliates), the requesting party shall give the other party shall be given the opportunity, after 90 days’ prior written notice indicating the notice, to remove and retain all or any part of such documents to be retained as such other party may select (at least 90 days prior to the fifth anniversary of the Closing Datesuch other party’s expense). Any information obtained under this Section 5.09 shall be kept confidential in accordance with Section 5.03, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.Section

Tax Cooperation and Exchange of Information. The Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Purchaser shall cause the Company and the Company Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the Purchaser(including a 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 in their possession relating to rulings or other determinations by Tax authoritiesTaxing Authorities. The Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.097.05. Each of Notwithstanding anything to the contrary in Section 6.02, the Seller and the Purchaser shall each 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 relevant to of the Purchased Assets or Company and the Purchased Business Company Subsidiaries for each any taxable period first ending after that includes the Closing Date and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to or (ii) six (6) years following the extent notified by due date (without extension) for such Tax Returns. After such time, before the other party in writing Seller or Purchaser shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party shall give the other party written notice indicating the documents to shall be retained at least 90 given an opportunity, after ninety (90) calendar days prior written notice, to the fifth anniversary remove and retain all or any part of the Closing Datesuch documents as such other party may select (at such other party’s expense). Any information obtained under this Section 5.09 7.05 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.. Section 7.06

Tax Cooperation and Exchange of Information. The Seller Deep Down, Flotec and the Purchaser Company shall provide each other with such cooperation and information as either any of them reasonably may request of the other others in filing any Tax Return, amended Tax Return or claim Claim for refund, determining a liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Contributed Assets or the Purchased Business from the PurchaserCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax authorities. The Seller Deep Down, Flotec and the Purchaser Company shall make themselves (and their respective employees) available on a basis mutually convenient to both all parties to provide explanations of any documents or information provided under this Section 5.096.07. Each of the Seller Deep Down, Flotec and the Purchaser Company shall retain all Tax Returns, schedules and work papers, records and other documents in its possession (or in the possession of its Affiliates) relating to Tax matters relevant to the Purchased Contributed Assets or the Purchased Business for each taxable period first ending after the Closing and for all prior taxable periods for a period equal to until the lesser later of five years or until (a) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods, or (b) six years following the due date (without extension) for such Tax Returns. In After such time, before Deep Down, Flotec or the event that any party desires to retain Company shall dispose of any such documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party shall give the other party shall be given the opportunity, after 90 days’ prior written notice indicating the notice, to remove and retain all or any part of such documents to be retained as such other party may select (at least 90 days prior to the fifth anniversary of the Closing Datesuch other party’s expense). Any information obtained under this Section 5.09 6.07 shall be kept confidential in accordance with Section 5.036.03, except as may be otherwise necessary in connection with the filing of Tax Returns or claims Claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the Purchaser. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax authorities. The Seller and the Purchaser shall make themselves (and their respective employees) available on a basis mutually convenient to both parties to provide explanations of any documents or information provided under this Section 5.095.11. Each of the Seller and the Purchaser shall retain all Tax Returns, schedules and work papers, records and other documents in its possession (or in the possession of its Affiliates) relating to Tax matters relevant to the Purchased Assets or the Purchased Business for each taxable period first ending after the Closing and for all prior taxable periods for a period equal to until the lesser later of five years or until (a) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods, or (b) six years following the due date (without extension) for such Tax Returns. In After such time, before the event that any party desires to retain Seller or the Purchaser shall dispose of any such documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party shall give the other party shall be given the opportunity, after 90 days' prior written notice indicating the notice, to remove and retain all or any part of such documents to be retained as such other party may select (at least 90 days prior to the fifth anniversary of the Closing Datesuch other party's expense). Any information obtained under this Section 5.09 5.11 shall be kept confidential in accordance with Section 5.03, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller Following the Closing, the Sellers and the Purchaser shall provide each other with such cooperation and information as either of them may reasonably may request of the other (and the Purchaser shall cause the Companies and the Company Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the PurchaserTaxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller and Notwithstanding anything to the Purchaser shall make themselves (and their respective employees) available on a basis mutually convenient to both parties to provide explanations of any documents or information provided under this contrary in Section 5.09. Each 5.02, each of the Seller Sellers and the Purchaser 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 relevant to of the Purchased Assets or Companies and the Purchased Business Company Subsidiaries for each taxable period first ending after any Taxable Period that includes the Closing Date and for all prior taxable periods for a period equal to Taxable Periods until the lesser later of five years or until (a) the expiration of the statute of limitations of the taxable periods Taxable Periods to which such Tax Returns and other documents relate, without regard to extensions except to or (b) six years following the extent notified by due date (without extension) for such Tax Returns. After such time, before any of the Sellers, on the one hand, or the Purchaser, on the other party in writing hand, shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party shall give the other party written notice indicating or parties hereto, as the documents to case may be, shall be retained at least 90 given an opportunity, after ninety (90) days prior written notice, to remove and retain all or any part of such documents as such other party or parties may select (at such other party’s or parties’ expense). Notwithstanding the fifth anniversary foregoing, the Sellers shall not be required to deliver any such documents that relate to any Consolidated Tax Return with respect to any Pre-Closing Tax Period. The terms of the Closing Date. Any Section 5.03 shall apply to all information obtained under this Section 5.09 shall be kept confidential in accordance with Section 5.037.05, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller and the Purchaser shall provide each other other, and the Purchaser shall cause each Purchaser Entity to provide the Seller, with such cooperation and information as either of them reasonably may NYDOCS02/1012922.1 EXECUTION COPY request of the other in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations relating to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Transferred Assets or the Purchased Business from the PurchaserBusiness. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.097.05. Each Notwithstanding anything to the contrary in Section 5.02, each of the Seller and the Purchaser 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 relevant to the Purchased Transferred Assets or the Purchased Business for each any taxable period first ending after that includes the Closing Date and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, or (ii) six (6) years following the due date (without regard to extensions except to extension) for such Tax Returns. After such time, before the extent notified by Seller or the other party in writing Purchaser shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party shall give the other party written notice indicating the documents to shall be retained at least 90 given an opportunity, after ninety (90) days prior written notice, to the fifth anniversary remove and retain all or any part of the Closing Datesuch documents as such other party may select (at such other party’s expense). Any information obtained under this Section 5.09 7.05 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Purchaser shall cause AenP, TEC and Electroandes to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the PurchaserTaxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.099.15. Each Notwithstanding anything to the contrary in Section 2.02, each of the AenP, TEC, Electroandes, Seller and the Purchaser 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 relevant to the Purchased Assets of AenP, TEC or the Purchased Business Electroandes for each any taxable period first ending after that includes the date of the Closing and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to or (ii) 6 years following the extent notified by the other party in writing due date (without extension) for such Tax Returns. After such time, before AenP, TEC, Electroandes Seller or Purchaser shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in its possession (or other information which is in the possession of its Affiliates), the other partyparties hereto shall be given an opportunity, the requesting party shall give the other party written notice indicating the documents to be retained at least after 90 days prior written notice, to the fifth anniversary remove and retain all or any part of the Closing Datesuch documents as any other party may select. Any information obtained under this Section 5.09 9.15 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the PurchaserTaxes. Such cooperation and information shall include (upon the other party’s reasonable request) providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax authoritiesthe applicable Governmental Authorities. The Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.097.05. Each Notwithstanding anything to the contrary in Section 5.02, each of the Seller and the Purchaser shall 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 relevant to of the Purchased Assets Company or the Purchased Business any Subsidiary for each any taxable period first ending after that includes the date of the Closing and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to or (ii) six years following the extent notified by due date (without extension) for such Tax Returns. After such time, before the other party in writing Seller or the Purchaser shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party shall give the other party written notice indicating the documents to shall be retained at least given an opportunity, after 90 days prior written notice, to the fifth anniversary remove and retain all or any part of the Closing Datesuch documents as such other party may select (at such other party’s expense). Any information obtained under this Section 5.09 7.05 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Acquired Companies to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the PurchaserTaxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.097.02. Each Notwithstanding anything to the contrary in Section 5.02, each of the Seller and the Purchaser 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 relevant to the Purchased Assets or the Purchased Business of any Acquired Company for each any taxable period first ending after that includes the date of the Closing and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to or (ii) six (6) years following the extent notified by due date (without extension) for such Tax Returns. After such time, before the other party in writing Seller or the Purchaser shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party shall give the other party written notice indicating the documents to shall be retained at least 90 given an opportunity, after ninety (90) days prior written notice, to the fifth anniversary remove and retain all or any part of the Closing Datesuch documents as such other party may select (at such other party’s expense). Any information obtained under this Section 5.09 7.02 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller Representative and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Purchaser shall cause the Acquired Companies to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the PurchaserTaxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax authorities. The Seller Representative and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.097.5. Each Notwithstanding anything to the contrary in this Agreement, each of the Seller Representative, Stockholders and the Purchaser 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 relevant to of the Purchased Assets or the Purchased Business Acquired Companies for each any taxable period first ending after that includes the Closing Date and for all prior taxable periods for a period equal to until the lesser later of five years or until (a) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to or (b) six years following the extent notified by due date (without extension) for such Tax Returns. After such time, before the other party in writing Representative, Stockholders or Purchaser shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in its possession (or other information which is in the possession of its Affiliates), the other partyParty shall be given an opportunity, the requesting party shall give the after ninety (90) days’ prior written notice, to remove and retain all or any part of such documents as such other party written notice indicating the documents to be retained Party may select (at least 90 days prior to the fifth anniversary of the Closing Datesuch other Party’s expense). Any information obtained under this Section 5.09 7.5 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company and the Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the PurchaserTaxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.097.05. Each Notwithstanding anything to the contrary in Section 5.02, each of the Seller and the Purchaser 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 relevant to of the Purchased Assets Company or the Purchased Business any Subsidiary for each any taxable period first ending after that includes the Closing Date and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to or (ii) six years following the extent notified by due date (without extension) for such Tax Returns. After such time, before the other party in writing Seller or the Purchaser shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party shall give the other party shall be given an opportunity, after 90 days' prior written notice indicating the notice, to remove and retain all or any part of such documents to be retained as such other party may select (at least 90 days prior to the fifth anniversary of the Closing Datesuch other party's expense). Any information obtained under this Section 5.09 7.05 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller Sellers and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Acquired Companies and the Subsidiaries to provide such cooperation and information) in (a) filing any Tax Return, amended Tax Return or claim for refund, (b) determining a liability for Taxes or a right to a refund of Taxes, or (c) participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the PurchaserTaxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereofthereof to the extent related to the Acquired Companies and the Subsidiaries, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax authoritiesGovernmental Authorities. The Seller Sellers and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.097.06. Each Notwithstanding anything to the contrary in Section 5.02, each of the Seller Sellers and the Purchaser 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 relevant to of the Purchased Assets Acquired Companies or the Purchased Business any Subsidiary for each any taxable period first ending after that includes the Closing Date and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to and (ii) six years following the extent notified by due date (without extension) for such Tax Returns. After such time, before the other party in writing Sellers or the Purchaser shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party shall give the other party written notice indicating the documents to shall be retained at least given an opportunity, after 90 days prior written notice, to remove and retain all or any part of such documents that relate solely to the fifth anniversary of Acquired Companies and the Closing DateSubsidiaries as such other party may select (at such other party’s expense). Any information obtained under this Section 5.09 7.06 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceedinghandling a Tax Action.

Tax Cooperation and Exchange of Information. The Seller Each of the Principal Stockholders and the Purchaser Parent shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Parent shall cause the Company and the Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets Assets, the Business, the Company or the Purchased Business Subsidiaries from the PurchaserParent. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller Each Principal Stockholders and the Purchaser Parent shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.097.06. Each Notwithstanding anything to the contrary in Section 5.02 hereto, each of the Seller Principal Stockholders and the Purchaser Parent 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 relevant to of the Purchased Assets Company or the Purchased Business any Subsidiary for each any taxable period first ending after that includes the date of the Closing and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to or (ii) six years following the extent notified by due date (without extension) for such Tax Returns. After such time, before the other party in writing Principal Stockholders or Parent shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party shall give the other party written notice indicating the documents to shall be retained at least given an opportunity, after 90 days prior written notice, to the fifth anniversary remove and retain all or any part of the Closing Datesuch documents as such other party may select (at such other party's expense). Any information obtained under this Section 5.09 7.06 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller and the each Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchasers shall cause the Companies to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the PurchaserTaxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller and the Purchaser Purchasers shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.097.05. Each Notwithstanding anything to the contrary in Section 5.02, each of the Seller and the Purchaser Purchasers shall retain all Tax Returns, schedules work papers and work papers, all material records and or other documents in its possession or under its control (or in the possession or under the control of its Affiliates) relating to Tax matters relevant to of any of the Purchased Assets or the Purchased Business Companies for each any taxable period first ending after that includes the date of the Closing and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to or (ii) six (6) years following the extent notified by due date (without extension) for such Tax Returns. After such time, before the Seller or the Purchasers shall dispose of any such documents in their possession or under their control (or in the possession or under the control of their Affiliates), the other party in writing shall be given an opportunity, after ninety (90) days’ prior written notice, to remove and retain all or any part of such extensions for the respective Tax periods. In the event that any documents as such other party desires to retain any may select (at such documents or other information which is in the possession of the other party, the requesting party shall give the other party written notice indicating the documents to be retained at least 90 days prior to the fifth anniversary of the Closing Date’s expense). Any information obtained under this Section 5.09 7.05 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller Sellers and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company to provide such cooperation and information) in (a) filing any Tax Return, amended Tax Return or claim for refund, (b) determining a liability for Taxes or a right to a refund of Taxes, (c) participating in or conducting any audit or other proceeding in respect of Taxes Taxes, or (d) making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets Assets, the Business or the Purchased Business Company from the Purchaser. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller Sellers and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.096.06. Each of Notwithstanding anything to the contrary in Section 5.02, each Seller and the Purchaser 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 relevant to of the Purchased Assets or the Purchased Business Company for each any taxable period first ending after that includes the date of the Closing and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to extensions, and (ii) six years following the extent notified by due date (without extension) for such Tax Returns. After such time, before any Seller or the other party in writing Purchaser shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in his, her or other information which is its possession (or in the possession of Affiliates), the other partyparties shall be given an opportunity, the requesting party shall give the other party written notice indicating the documents to be retained at least after 90 days prior written notice, to the fifth anniversary remove and retain all or any part of the Closing Datesuch documents as such other party may select (at such other party’s expense). Any information obtained under this Section 5.09 6.06 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller and parties hereto will provide the Purchaser shall provide each other parties with such cooperation and information as either of them may be reasonably may request of the other requested in filing any Tax Return, amended Tax Return or claim for refund, determining a any liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations relating to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the PurchaserBusiness. 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 in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller and Each of the Purchaser shall parties will make themselves (and their respective employees) available available, on a basis mutually convenient to both parties basis, to provide explanations of any documents or information provided under this Section 5.095.15. Each of the Seller and the Purchaser shall 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 relevant to the Purchased Assets or the Purchased Business for each the taxable period first ending after the Closing and for all prior taxable periods for a period equal to (the lesser “Tax Documents”) until the later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to extensions, or (ii) six years following the extent notified by due date (without extension) for such Tax Returns. After such time, before any of the parties shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party in writing parties shall be given the opportunity, after 90 days’ prior written notice, to remove and retain all or any part of such extensions for the respective Tax periodsdocuments as such other parties may select (at such other parties’ expense). In the event that any party desires 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, 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 and such Seller may then dispose of any such documents or other information which not removed by Purchaser. If it is in the possession of the other party, the requesting party shall not practical to give the other party written notice indicating the documents right to retain Tax Documents, the other party may instead be retained given a reasonable opportunity to make copies, at least 90 days prior to the fifth anniversary its own expense of the Closing Datesuch Tax Documents. Any information obtained under this Section 5.09 5.15 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Following the Closing, the Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Company to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, filing any Tax election, determining a liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the PurchaserTaxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by taxing authorities; provided that nothing herein shall require the Seller or its Affiliates to provide any consolidated, combined, unitary, or affiliated Tax authoritiesReturn including the Seller or its Affiliates or any supporting workpapers or other documentation. The Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.097.01. Each of Notwithstanding anything to the contrary in Section 5.03, the Seller and the Purchaser 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 relevant to of the Purchased Assets or the Purchased Business Company for each any taxable period first ending after that includes the date of the Closing and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to or (ii) six (6) years following the extent notified by the other party in writing of due date (without extension) for such extensions for the respective Tax periods. In the event that any party desires to retain any such documents or other information which is in the possession of the other party, the requesting party shall give the other party written notice indicating the documents to be retained at least 90 days prior to the fifth anniversary of the Closing DateReturns. Any information obtained under this Section 5.09 7.01 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller and parties hereto will provide the Purchaser shall provide each other parties with such cooperation and information as either of them may be reasonably may request of the other requested in filing any Tax Return, amended Tax Return or claim for refund, determining a any liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations relating to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the PurchaserBusiness. 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 in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller and Each of the Purchaser shall parties will make themselves (and their respective employees) available available, on a basis mutually convenient to both parties basis, to provide explanations of any documents or information provided under this Section 5.095.06. Each of the Seller and the Purchaser shall 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 relevant to the Purchased Assets or the Purchased Business for each the taxable period first ending after the Closing and for all prior taxable periods for a period equal to (the lesser “Tax Documents”) until the later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to extensions, or (ii) six years following the extent notified by due date (without extension) for such Tax Returns. After such time, before any of the parties shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party in writing parties shall be given the opportunity, after 90 days’ prior written notice, to remove and retain all or any part of such extensions for the respective Tax periodsdocuments as such other parties may select (at such other parties’ expense). In the event that any party desires 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, 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 and such Seller may then dispose of any such documents or other information which not removed by Purchaser. If it is in the possession of the other party, the requesting party shall not practical to give the other party written notice indicating the documents right to retain Tax Documents, the other party may instead be retained given a reasonable opportunity to make copies, at least 90 days prior to the fifth anniversary its own expense of the Closing Datesuch Tax Documents. Any information obtained under this Section 5.09 5.06 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause Groupe Modulo to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the PurchaserTaxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.098.05. Each Notwithstanding anything to the contrary in Section 6.02, each of the Seller and the Purchaser 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 relevant to the Purchased Assets or the Purchased Business of Groupe Modulo for each any taxable period first ending after that includes the date of the Closing and for all prior taxable periods for a period equal to until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to or (ii) six (6) years following the extent notified by due date (without extension) for such Tax Returns. After such time, before the other party in writing Seller or the Purchaser shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in its possession (or other information which is in the possession of the other partyits Affiliates), the requesting party shall give the other party written notice indicating the documents to shall be retained at least given an opportunity, after 90 days prior written notice, to the fifth anniversary remove and retain all or any part of the Closing Datesuch documents as such other party may select (at such other party’s expense). Any information obtained under this Section 5.09 8.05 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Seller Stockholders' Representative, Parent, Scimed and the Purchaser Bionics Trust shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Parent shall cause the Company and its Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the PurchaserTaxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax taxing authorities. The Seller Stockholders' Representative, Parent, Scimed and the Purchaser Bionics Trust shall make themselves (and their respective employees) reasonably available on a basis mutually convenient to both parties basis to provide explanations of any documents or information provided under this Section 5.096.01. Each Notwithstanding anything to the contrary hereto, each of the Seller Stockholders and the Purchaser Parent 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 Affiliatesaffiliates) relating to Tax matters relevant of the Company or its Subsidiaries for all taxable periods prior to the Purchased Assets or the Purchased Business for each Effective Time and any taxable period first periods beginning before and ending after the Closing and for all prior taxable periods for a period equal to Effective Time until the lesser later of five years or until (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, relate (without regard to extensions except to extensions) or (ii) six years following the extent notified by due date (without extension) for such Tax Returns. After such time, before the other party in writing applicable Stockholder shall dispose of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents in its possession (or other information which is in the possession of the other partyits affiliates), the requesting party Parent shall give the other party written notice indicating the be given an opportunity to remove and retain all or any part of such documents to be retained at least 90 days prior to the fifth anniversary of the Closing Dateits expense. Any information obtained under this Section 5.09 6.02 shall be kept confidential in accordance with Section 5.03confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.