Common use of Cooperation and Exchange of Information Clause in Contracts

Cooperation and Exchange of Information. Purchasers shall provide Sellers with such cooperation and information as Sellers reasonably may request with respect to the filing of any Return, amended Return or claim for refund, the determination of a liability for Taxes, or a right to refund of Taxes, or the conduct of any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant Returns, together with accompanying schedules and related work papers, documents relating to rulings or other determinations by taxing authorities, and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the Business. Purchasers shall make its employees available to Sellers on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Notwithstanding the foregoing, Purchasers shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers shall retain all Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the period of time beginning on the Closing Date and ending on the date on which taxes may no longer be assessed under the applicable statutes of limitation, including the period of waivers or extensions thereof Any information obtained under this Section 13(c)(ii) shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any audit or other proceeding.

Cooperation and Exchange of Information. Purchasers shall The Seller and the Purchaser will provide Sellers each other with such cooperation and information as Sellers either of them reasonably may request with respect to of the other in filing of any Tax Return, amended Return return or claim for refund, the determination of determining a liability for Taxes, Taxes or a right to a refund of Taxes, Taxes or the conduct of participating in or conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant ReturnsTax Returns or portions thereof, together with accompanying schedules and related work papers, papers and documents relating to rulings or other determinations by taxing authorities, but in no event shall either party be required to disclose to the other party any information relating to its operations other than the Company. The Seller and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the Business. Purchasers Purchaser shall make its their employees available to Sellers on a mutually convenient basis to provide explanation explanations of any documents or information provided hereunder. Notwithstanding The Seller and the foregoing, Purchasers shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers shall Purchaser will retain all Tax Returns, schedules and work papers and all material records or other documents relating thereto, to Tax matters of the Company for its taxable period first ending after the Closing Date and for all prior taxable periods until the later of: (i) the expiration of the period statute of time beginning on limitations of the Closing Date taxable periods to which such returns and ending on 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 (ii) six years following the due date on which taxes (without extension) for such returns. After such time, before either the Seller or the Purchaser shall dispose of any of such books and records, at least ninety calendar days prior written notice to such effect shall be given to the other party, and such other party shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records as such party may select; PROVIDED, HOWEVER, that in no longer event shall either party be assessed under required to disclose to the applicable statutes of limitation, including other party any information relating to its operations other than the period of waivers or extensions thereof Company. Any information obtained under this Section 13(c)(ii) 7.06 shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any an audit or other proceeding.

Cooperation and Exchange of Information. Purchasers (a) As soon as practicable, but in any event within thirty (30) days after Sellers’ request, from and after the Effective Date, Buyer shall provide Sellers with such cooperation as reasonably requested by Sellers pertaining to any Taxes relating to any period prior to the Effective Date and shall deliver to Sellers such information and data concerning the pre-Effective operations of the Weider Branded Business and make available such knowledgeable Weider Employees as Sellers reasonably may request request, including providing the information and data required by Sellers’ customary tax and accounting questionnaires, in order to enable Sellers to complete and file all Tax Returns which it may be required to file with respect to the filing of Weider Branded Business through the Effective Date or to respond to audits by any Returndomestic or foreign taxing authorities with respect to such operations and to otherwise enable Sellers to satisfy its internal accounting, amended Return or claim for refund, the determination of a liability for Taxes, or a right to refund of Taxes, or the conduct of any audit or tax and other proceeding in respect of Taxeslegitimate requirements. Such cooperation and information shall include provision of powers of attorney for the purpose of signing Tax Returns and defending audits and providing copies of all relevant Tax Returns, together with accompanying schedules and related work papersworkpapers, documents relating to rulings or other determinations by any domestic or foreign taxing authorities, authority and records concerning the ownership and tax basis of property, which Purchasers Buyer may possess concerning the Businesspossess. Purchasers Buyer shall make its employees and facilities reasonably available to Sellers on a mutually convenient basis not to unreasonably interfere with normal business operations to provide explanation of any documents or information provided hereunder. (b) For a period of ten (10) years after the Effective Date or such longer period as may be required by law, Buyer shall retain, maintain in an orderly fashion and not destroy or dispose of any books or records (including computer files) that pertain to the Weider Branded Business and that are directly related to the Tax Returns. Notwithstanding Thereafter, Buyer shall not knowingly destroy or dispose of any such books or records unless it first offers such books and records to Sellers in writing and Sellers fail to accept such offer within sixty (60) days of its being made. If Sellers accept such offer, they shall remove the foregoing, Purchasers material from Buyer’s premises at its own expense. This Section 6.7 shall not be construed to limit Buyer’s obligations under Sections 5.1(a) and 5.1(c). (c) Buyer and Sellers and their respective Affiliates shall cooperate in the preparation of all Tax Returns relating in whole or in part to taxable periods ending on, before or including the Effective Date that are required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers shall retain all Returns, schedules and work papers and all material records or other documents relating thereto, until be filed after the expiration of the period of time beginning on the Closing Date and ending on the date on which taxes may no longer be assessed under the applicable statutes of limitation, including the period of waivers or extensions thereof Any information obtained under this Section 13(c)(ii) shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any audit or other proceedingEffective Date.

Cooperation and Exchange of Information. Purchasers shall The Company and the Purchaser will provide Sellers each other with such cooperation and information as Sellers either of them reasonably may request with respect to of the other in filing of any Tax Return, amended Return return or claim for refund, the determination of determining a liability for Taxes, Taxes or a right to a refund of Taxes, Taxes or the conduct of participating in or conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant ReturnsTax Returns or portions thereof, together with accompanying schedules and related work papers, papers and documents relating to rulings or other determinations by taxing authorities, but in no event shall either party be required to disclose to the other party any information relating to its operations other than the Company. The Company and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the Business. Purchasers Purchaser shall make its their employees available to Sellers on a mutually convenient basis to provide explanation explanations of any documents or information provided hereunder. Notwithstanding The Company and the foregoing, Purchasers shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers shall Purchaser will retain all Tax Returns, schedules and work papers and all material records or other documents relating thereto, to Tax matters of the Company and the Assumed Business for its taxable period first ending after the Closing Date and for all prior taxable periods until the later of: (i) the expiration of the period statute of time beginning on limitations of the Closing Date taxable periods to which such returns and ending on 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 (ii) six years following the due date on which taxes (without extension) for such returns. After such time, before either the Company or the Purchaser shall dispose of any of such books and records, at least ninety calendar days prior written notice to such effect shall be given to the other party, and such other party shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records as such party may select; provided, however, that in no longer event shall either party be assessed under required to disclose to the applicable statutes of limitation, including other party any information relating to its operations other than the period of waivers or extensions thereof Assumed Business. Any information obtained under this Section 13(c)(ii) 7.03 shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any an audit or other proceeding.

Cooperation and Exchange of Information. Purchasers Upon the terms set forth in Section 6.02, the Seller and the Purchaser shall cooperate and provide Sellers each other with such cooperation and information as Sellers either of them reasonably may request with respect to of the other in filing of any Tax Return, amended Tax Return or claim for refund, the determination of determining a liability for Taxes, Taxes or a right to a refund of Taxes, participating in or the conduct of conducting any audit or other proceeding in respect of TaxesTaxes or making representations to or furnishing information to parties subsequently desiring to purchase all or a part of the Business from the Purchaser. Such cooperation and information shall include providing copies of all relevant ReturnsTax Returns or portions thereof, together with accompanying schedules and schedules, related work papers, papers and documents relating to rulings or other determinations by taxing Tax authorities, and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the Business. Purchasers The Seller shall make its employees available to Sellers on a basis mutually convenient basis to both parties to provide explanation explanations of any documents or information provided hereunder. Notwithstanding Each of the foregoing, Purchasers shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, Seller and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers the Purchaser shall retain all Tax Returns, schedules and work papers papers, records and all material records or other documents in its possession relating thereto, to Tax matters of the Seller and the Company or the Business for each taxable period first ending after the Closing Date and for all prior taxable periods until the later of (a) the expiration of the period statute of time beginning on limitations of the Closing Date taxable periods to which such Tax Returns and ending on 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 on which taxes may no longer be assessed under the applicable statutes of limitation, including the period of waivers or extensions thereof (without extension) for such Tax Returns. Any information obtained under this Section 13(c)(ii) 7.06 shall be kept confidential, confidential in accordance with the Letter Agreement except as may be otherwise necessary in connection with the filing of returns Tax Returns or claims for refund or in conducting any an audit or other proceeding.

Cooperation and Exchange of Information. Purchasers Upon the terms set forth in Section 11.02, the Seller and the Purchaser shall cooperate and provide Sellers each other with such cooperation and information as Sellers either of them reasonably may request with respect to of the other in filing of any Tax Return, amended Tax Return or claim for refund, the determination of determining a liability for Taxes, Taxes or a right to a refund of Taxes, participating in or the conduct of conducting any audit or other proceeding in respect of TaxesTaxes or making representations to or furnishing information to parties subsequently desiring to purchase all or a part of the Business from the Purchaser. Such cooperation and information shall include providing copies of all relevant ReturnsTax Returns or portions thereof, together with accompanying schedules and schedules, related work papers, papers and documents relating to rulings or other determinations by taxing Tax authorities, and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the Business. Purchasers The Seller shall make its employees available to Sellers on a basis mutually convenient basis to both parties to provide explanation explanations of any documents or information provided hereunder. Notwithstanding Each of the foregoing, Purchasers shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, Seller and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers the Purchaser shall retain all Tax Returns, schedules and work papers papers, records and all material records or other documents in its possession relating thereto, to Tax matters of the Seller and the Company or the Business for each taxable period first ending after the Closing Date and for all prior taxable periods until the later of (a) the expiration of the period statute of time beginning on limitations of the Closing Date taxable periods to which such Tax Returns and ending on 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 on which taxes may no longer be assessed under the applicable statutes of limitation, including the period of waivers or extensions thereof (without extension) for such Tax Returns. Any information obtained under this Section 13(c)(ii) 12.06 shall be kept confidential, confidential in accordance with the Letter Agreement except as may be otherwise necessary in connection with the filing of returns Tax Returns or claims for refund or in conducting any an audit or other proceeding.

Cooperation and Exchange of Information. Purchasers The Vendors, the Subsidiaries and the Purchaser shall provide Sellers each other with such cooperation and information as Sellers any of them reasonably may request of the others in connection with respect to the their respective business operations including, without limitation, litigation matters, accounting matters, filing of any Tax Return, amended Return or claim for refund, the determination of determining a liability for Taxes, Taxes or a right to a refund of Taxes, Taxes or the conduct of in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include include, without limitation, providing copies of all relevant ReturnsTax Returns or portions thereof, together with accompanying schedules and related work papers, papers and documents relating to rulings or other determinations by taxing Taxing authorities, and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the Business. Purchasers Each party shall make its employees available to Sellers on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Notwithstanding Each party shall, upon written request from the foregoingother party, Purchasers provide such factual information reasonably necessary for litigation matters, accounting matters, filing Tax Returns, Tax planning, contesting any Tax audit or for such other reasonable purposes. In addition, if the Purchaser intends to offer employment to a former employee of the Vendors, the Vendors shall, at the request of the Purchaser, provide the Purchaser with any records or files relative to any such former employee. Vendors shall maintain and safeguard all information relating to accounting matters, Tax returns, Tax planning, contesting Tax amounts or litigation and all files relating to former employees and shall not destroy it without at least 30 days prior written notice to Purchaser. Any information or copies thereof retained or acquired by the Vendors that relates to any of the Purchased Assets or Business shall be maintained as confidential by the Vendors and shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers used by the Vendors for any reasonable out-of-pocket costs incurred by Purchasers in providing purpose that would be contrary to the interests of or competitive with the Purchaser or that would impair the value to the Purchaser of any Return, document or other written information, and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers shall retain all Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the period Purchased Assets or the Business. Any such information shall cease to be confidential if such information has been publicly disseminated other than as a result of time beginning on disclosure by any of the Closing Date and ending on the date on which taxes may no longer be assessed under the applicable statutes of limitationVendors or by their directors, including the period of waivers officers, shareholders, owners, agents or extensions thereof Any information obtained under this Section 13(c)(ii) shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any audit or other proceedingrepresentatives.

Cooperation and Exchange of Information. Purchasers shall Upon the terms set forth in Section 6.4 of this Agreement, Seller and Buyer will provide Sellers each other with such cooperation and information as Sellers either of them reasonably may request with respect to of the other in filing of any Tax Return, amended Tax Return or claim for refund, the determination of determining a liability for Taxes, Taxes or a right to a refund of Taxes, participating in or the conduct of conducting any audit or other proceeding Contest in respect of TaxesTaxes or making representations to or furnishing information to parties subsequently desiring to purchase any of the Company or the Subsidiaries or any part of the business from Buyer. Such cooperation and information shall include providing copies of all relevant ReturnsTax Returns or portions thereof, together with accompanying schedules and schedules, related work papers, papers and documents relating to rulings or other determinations by taxing authorities, and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the BusinessTaxing Authorities. Purchasers Seller shall make its employees available to Sellers on a basis mutually convenient basis to both parties to provide explanation explanations of any documents or information provided hereunderhereunder as is reasonably practicable. Notwithstanding the foregoing, Purchasers shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, Each of Seller and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers Buyer shall retain all Tax Returns, schedules and work papers papers, records and all material records or other documents in its possession relating thereto, to Tax matters of the Company and the Subsidiaries for each taxable period first ending after the Closing Date and for all prior taxable periods until the later of (i) the expiration of the period statute of time beginning on limitations of the Closing Date taxable periods to which such Tax Returns, schedules and ending on work papers, records and other documents relate, without regard to extensions except to the extent notified in writing of such extensions for the respective Tax periods, or (ii) three years following the due date on which taxes (without extension) for such Tax Returns, provided, however, that Seller may no longer be assessed under the applicable statutes of limitationsatisfy its obligations hereunder by delivering all such Tax Returns, including the period of waivers or extensions thereof schedules and work papers, records and other documents to Buyer. Any information obtained under this Section 13(c)(ii) 7.8 shall be kept confidential, confidential in accordance with Section 6.4 except as may be otherwise necessary in connection with the filing of returns Tax Returns or claims for refund or in conducting any audit or other proceedinga Contest.

Cooperation and Exchange of Information. Purchasers Notwithstanding anything to the contrary in this Agreement: Seller and Buyer shall provide Sellers each other with such cooperation and information as Sellers either of them reasonably may request with respect to of the other in filing of any Tax Return, amended Tax Return or claim for refund, the determination of determining a liability for Taxes, Taxes or a right to a refund of Taxes, participating in or the conduct of conducting any audit or other proceeding Tax Proceeding in respect of TaxesTaxes or furnishing information with respect to Taxes to parties (provided that such parties shall have first executed a confidentiality agreement with Seller in commercially reasonable form) subsequently desiring to purchase any of the Company or USIS or any part of the Business from Buyer. Any party making a request for cooperation pursuant to this Section 9.7 shall reimburse the party providing such cooperation for its reasonable external out-of-pocket expense occasioned by the provision of such cooperation. Such cooperation and information shall include providing copies of all relevant ReturnsTax Returns or portions thereof, together with accompanying schedules and schedules, related work papers, papers and documents relating to rulings or other determinations by taxing authorities, Taxing Authorities. Each party and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the Business. Purchasers its Affiliates shall make its employees reasonably available to Sellers on a basis mutually convenient basis to both parties to provide explanation explanations of any documents or information provided hereunder. Notwithstanding the foregoing, Purchasers Seller and Buyer shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers shall each retain all Tax Returns, schedules and work papers papers, records and all material records or other documents in its possession relating thereto, to Tax matters of the Company and USIS for each Pre-Closing Tax Period until the earlier of (i) the expiration of the period statute of time beginning on limitations of the Closing Date Taxable periods to which such Tax Returns and ending on other documents relate, without regard to extensions except to the extent notified in writing of such extensions for the respective Taxable periods, or (ii) seven (7) years following the due date on which taxes may no longer be assessed under the applicable statutes of limitation, including the period of waivers or extensions thereof (without extension) for such returns. Any information obtained under this Section 13(c)(ii) 9.7 shall be kept confidential, confidential except as may be otherwise necessary in connection with the filing of returns Tax Returns or claims for refund or in conducting any audit a Tax Proceeding or other proceedingas otherwise may be required by Applicable Law or applicable securities exchange rules.

Cooperation and Exchange of Information. Purchasers shall Upon the terms set forth in Section 5.02 of this Agreement, the Seller and the Purchaser will provide Sellers each other with such cooperation and information as Sellers either of them reasonably may request with respect to of the other in filing of any Return, amended Return or claim for refund, the determination of determining a liability for Taxes, Taxes or a right to a refund of Taxes, participating in or the conduct of conducting any audit or other proceeding in respect of TaxesTaxes or making representations to or furnishing information to parties subsequently desiring to purchase any of the Company or any part of the Business from the Purchaser. Such cooperation and information shall include providing copies of all relevant ReturnsReturns or portions thereof, together with accompanying schedules and schedules, related work papers, papers and documents relating to rulings or other determinations by taxing Tax authorities, and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the Business. Purchasers The Seller shall make its employees available to Sellers on a basis mutually convenient basis to both parties to provide explanation explanations of any documents or information provided hereunder. Notwithstanding Each of the foregoing, Purchasers Seller and the Purchaser shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written informationretain, and each of the Seller and the Purchaser, for so long as they own the Shares, shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees availablecause the Company to retain, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers shall retain all Returns, schedules and work papers papers, records and all material records or other documents relating thereto, to Tax matters of the Company for each taxable period first ending after the Closing Date and for all prior taxable periods until the later of (i) the expiration of the period statute of time beginning on limitations of the Closing Date taxable periods to which such Returns and ending on other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods, and (ii) six years following the due date on which taxes may no longer be assessed under the applicable statutes of limitation, including the period of waivers or extensions thereof (without extension) for such Returns. Any information obtained under this Section 13(c)(ii) 6.06 shall be kept confidential, confidential in accordance with Section 5.03 except as may be otherwise necessary in connection with the filing of returns Returns or claims for refund or in conducting any an audit or other proceeding.

Cooperation and Exchange of Information. Purchasers (a) As soon as practicable, but in any event within thirty (30) days after request therefor, from and after the Closing Date, each of Seller and the Buyer shall (and shall cause their respective Affiliates to) provide Sellers the other with such cooperation and deliver to the other such information as Sellers reasonably and data to enable each of Seller and the Buyer to complete and file all Returns that it may request be required to file with respect to the filing operations and business of the Company or to respond to audits by any ReturnTaxing Authorities with respect to such operations and to otherwise enable each of Seller and the Buyer to satisfy its internal accounting, amended Return or claim for refund, tax and other legitimate requirements and to enable the determination Buyer to comply with its obligations set forth in Section 9.6 of a liability for Taxes, or a right to refund of Taxes, or the conduct of any audit or other proceeding in respect of Taxesthis Agreement. Such cooperation and information shall include include, without limitation, provision of powers of attorney for the purpose of signing Returns and defending audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority that relate to the Company and providing copies of all relevant Returns, together with accompanying schedules and related work papers, documents relating to rulings or other determinations by taxing authorities, any Taxing Authority and records concerning the ownership and tax basis of property, which Purchasers Seller, the Buyer or the Company may possess concerning possess. The Seller, the Business. Purchasers Buyer and the Company shall make its their employees and facilities available to Sellers on a mutually convenient basis to provide explanation of any documents or information provided hereunder. (b) For a period of six (6) years after the Effective Time, the Buyer shall, and shall cause the Company to, retain all Returns, books and records (including computer files) of, or with respect to the activities of, the Company for all taxable periods ending on or prior to the Effective Time. Notwithstanding Thereafter, at the foregoingrequest of Seller, Purchasers the Buyer shall not dispose of any such Returns, books or records, unless it first offers such Returns, books and records to Seller and Seller fails to accept such offer within sixty (60) days of its being made. However, the Buyer may dispose of such records prior to that time with the prior written consent of Seller, which consent shall not be unreasonably withheld. (c) The Buyer and the Seller and their respective Affiliates shall cooperate in the preparation of all Returns relating in whole or in part to taxable periods ending on or before or including the Effective Time that are required to be filed after such date. Such cooperation shall include, but not be limited to, furnishing prior years' Returns or return preparation packages illustrating previous reporting practices or containing historical information relevant to the preparation of such Returns, and furnishing such other information within such party's possession requested by the party filing such Returns as is relevant to their preparation. In the case of any U.S. state or local or foreign joint, consolidated, combined, unitary or group relief system Returns, such cooperation shall also relate to any other taxable periods in which one party could reasonably require the assistance of the other party in obtaining any necessary information. (d) Seller shall have the right, at its own expense, to control any audit or examination by any Taxing Authority ("Tax Audit"), initiate any claim for refund (including by filing an amended Return), contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for any taxable period ending on or before the Effective Time with respect to the Company, provided that the Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would adversely affect the liability for Taxes of the Buyer or the Company or any Subsidiary for any period after the Effective Time to any extent (including, but not limited to, the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of the loss or credit carry forwards) without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, and such consent shall not be necessary to the extent that the Seller has indemnified the Buyer against the effect of any such settlement. If litigation is required due to the Buyer's failure to reasonably consent, then the Buyer shall be responsible for one-half of the litigation costs incurred by the Seller. The Buyer shall have the right, at its own expense, to control any other Tax Audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to the Company, provided that, with respect to any U.S. state and local Taxes for any Straddle Period, the Buyer shall not be entitled to settle, either administratively or after the commencement of litigation, any claim regarding such Taxes that would adversely affect the liability for Taxes of the Seller for any period ending on or prior to the Effective Time without the prior written consent of the Seller, which consent shall not be unreasonably withheld and shall not be required to prepare the extent that Buyer has indemnified Seller against the effects of such settlement. If litigation is required due to the Seller's failure to reasonably consent, then the Seller shall be responsible for one-half of the litigation costs incurred by the Buyer. Where consent to a settlement is withheld by the Seller pursuant to this Section, the Seller may continue or initiate any documentsfurther proceedings at its own expense, provided that the liability of the Buyer, after giving effect to this Agreement, shall not exceed the liability that would have resulted from the settlement or amended return. Seller shall furnish the Buyer and the Company with its cooperation in a manner comparable to that described in Section 9.8(a) to effect the purposes of this Section 9.8(d). (e) If either the Buyer or the Seller (or their respective Affiliates) fails to provide any information requested by the other in the time specified herein, or determine if no time is specified pursuant to this Section 9.8, within a reasonable period, or otherwise fails to do any information not ten in its possession in response to a request act required of it under this Section 13(c)(ii) Sellers 9.8, then the failing party shall reimburse Purchasers for be obligated, notwithstanding any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) provision of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers to indemnify the other and shall retain all Returns, schedules hold the other harmless from and work papers against any and all material records costs, claims or other documents relating theretodamages, until the expiration of the period of time beginning on the Closing Date and ending on the date on which taxes may no longer be assessed under the applicable statutes of including, without limitation, including the period all Taxes or deficiencies thereof, payable as a result of waivers or extensions thereof Any information obtained under this Section 13(c)(ii) shall be kept confidentialsuch failure, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any audit or other proceedingthe event of a claim for refund, the value of such refund.

Cooperation and Exchange of Information. Purchasers shall The Equityholders’ Representative, the Company and Parent will each provide Sellers the others with such cooperation and information as Sellers any of them reasonably may request with respect to of the others in filing of any Tax Return, amended Tax Return or claim for refund, the determination of determining a liability Liability for Taxes, Taxes or a right to a refund of Taxes, participating in or the conduct of conducting any audit or other proceeding in respect of TaxesTaxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or a part of the business acquired from the Company by Parent. Such cooperation and information shall include providing copies of all relevant ReturnsTax Returns or portions thereof, together with accompanying schedules and schedules, related work papers, papers and documents relating to rulings or other determinations by taxing Tax authorities. The Equityholders’ Representative and Parent shall (and Parent after the Effective Time will cause the Surviving Corporation and its Subsidiaries, and records concerning the ownership and tax basis of propertyif any, which Purchasers may possess concerning the Business. Purchasers shall make its employees available to Sellers on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Notwithstanding the foregoing, Purchasers shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(iito) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers shall retain all Tax Returns, schedules and work papers papers, records and all material records or other documents in their possession relating theretoto Tax matters of the Surviving Corporation and its Subsidiaries, if any, for the taxable period that includes the date of the Effective Time and for all prior taxable periods until the later of (a) the expiration of the period statute of time beginning on limitations of the Closing Date taxable periods to which such Tax Returns and ending on other documents relate, or (b) six (6) years following the due date on which taxes may no longer be assessed under the applicable statutes of limitation, including the period of waivers or extensions thereof (without extension) for such Tax Returns. Any information obtained under this Section 13(c)(ii) 10.4 shall be kept confidential, confidential except as may be otherwise necessary in connection with the filing of returns Tax Returns or claims for refund or in conducting any an audit or other proceeding; provided, however, the foregoing shall not prohibit the Equityholders’ Representative from disclosing such information on a need-to-know basis to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any of them to or for the benefit of the others (including any payments to the Company or any of its Subsidiaries) under Article 9 or other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basis.

Cooperation and Exchange of Information. Purchasers Purchaser shall provide Sellers Seller with such cooperation and information as Sellers Seller reasonably may request with respect to the filing of any Return, amended Return or claim for refund, the determination of a liability for Taxes, or a right to refund of Taxes, or the conduct of any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant Returns, together with accompanying schedules and related work papers, documents relating to rulings or other determinations by taxing authorities, and records concerning the ownership and tax basis of property, which Purchasers Purchaser may possess concerning the Business. Purchasers Purchaser shall make its employees available to Sellers Seller on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Notwithstanding the foregoing, Purchasers Purchaser shall not be required to prepare any documents, or determine any information not ten then in its possession in response to a request under this Section 13(c)(ii) Sellers 6.7.2. Seller shall reimburse Purchasers Purchaser for any reasonable out-of-pocket costs incurred by Purchasers Purchaser in providing any Return, document or other written information, and shall reimburse Purchasers Purchaser for any reasonable out-of-pocket costs (excluding including regular wages wages, salaries and salariestraveling expenses) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this AgreementSection 1.2(c) hereof, Purchasers Seller shall retain all Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the period of time beginning on the Closing Date and ending on the date on which taxes may no longer be assessed under the applicable statutes of limitation, including the period of waivers or extensions thereof thereof. Any information obtained under this Section 13(c)(ii) 6.7.2 shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any audit or other proceeding.

Cooperation and Exchange of Information. Purchasers Purchaser shall provide Sellers Seller with such cooperation and information as Sellers Seller reasonably may request with respect to the filing of any Return, amended Return or claim for refund, the determination of a liability for Taxes, or a right to refund of Taxes, or the conduct of any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant Returns, together with accompanying schedules and related work papers, documents relating to rulings or other determinations by taxing authorities, and records concerning the ownership and tax basis of property, which Purchasers Purchaser may possess concerning the Business. Purchasers Purchaser shall make its employees available to Sellers Seller on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Notwithstanding the foregoing, Purchasers Purchaser shall not be required to prepare any documents, or determine any information not ten then in its possession in response to a request under this Section 13(c)(ii) Sellers 6.5.2. Seller shall reimburse Purchasers Purchaser for any reasonable out-of-pocket costs incurred by Purchasers Purchaser in providing any Return, document or other written information, and shall reimburse Purchasers Purchaser for any reasonable out-of-pocket costs (excluding including regular wages wages, salaries and salariestraveling expenses) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this AgreementSection 1.2(c) hereof, Purchasers Purchaser shall retain all Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the period of time beginning on the Closing Date and ending on the date on which taxes may no longer be assessed under the applicable statutes of limitation, including the period of waivers or extensions thereof thereof. Any information obtained under this Section 13(c)(ii) 6.5.2 shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any audit or other proceeding.

Cooperation and Exchange of Information. Purchasers Purchaser shall provide Sellers with such cooperation and information as Sellers reasonably may request with respect to the filing of any Return, amended Return or claim for refund, the determination of a liability for Taxes, or a right to refund of Taxes, or the conduct of any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant Returns, together with accompanying schedules and related work papers, documents relating to rulings or other determinations by taxing authorities, and records concerning the ownership and tax basis of property, which Purchasers Purchaser may possess concerning the Business. Purchasers Purchaser shall make its employees available to Sellers on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Notwithstanding the foregoing, Purchasers Purchaser shall not be required to prepare any documents, or determine any information not ten then in its possession in response to a request under this Section 13(c)(ii) 6.4.2. Sellers shall reimburse Purchasers Purchaser for any reasonable out-of-pocket costs incurred by Purchasers Purchaser in providing any Return, document or other written information, and shall reimburse Purchasers Purchaser for any reasonable out-of-pocket costs (excluding including regular wages wages, salaries and salariestraveling expenses) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this AgreementSection 1.2(c) hereof, Purchasers Purchaser shall retain all Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the period of time beginning on the Closing Date and ending on the date on which taxes may no longer be assessed under the applicable statutes of limitation, including the period of waivers or extensions thereof thereof. Any information obtained under this Section 13(c)(ii) 6.4.2 shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any audit or other proceeding.

Cooperation and Exchange of Information. Purchasers Seller and Buyer, and their respective Affiliates, shall provide Sellers each other with such cooperation and information as Sellers either of them reasonably may request with respect to of the other in filing of any Tax Return, amended Tax Return or claim for refund, the determination of determining a liability for Taxes, Taxes or a right to a refund of Taxes, Taxes or the conduct of participating in or conducting any Tax Contest or any audit or other proceeding similar examination of any Acquired Company in respect of Taxes. Such cooperation and information shall include include, but not be limited to, providing copies of all relevant ReturnsTax Returns or portions thereof, together with accompanying schedules and schedules, related work papers, papers and documents relating to rulings or other determinations by taxing authorities, Governmental Authorities. Each party and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the Business. Purchasers its Affiliates shall make its employees available to Sellers on a basis mutually convenient basis to both parties to provide explanation explanations of any documents or information provided hereunder. Notwithstanding the foregoing, Purchasers Seller and Buyer shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers shall each retain all Tax Returns, schedules and work papers papers, records and all material records or other documents in its possession relating thereto, to Tax matters of the Acquired Companies for each taxable period first ending after the Closing Date and for all prior taxable periods until the later of (i) the expiration of the period statute of time beginning limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified in writing of such extensions for the respective Tax periods, or (ii) three (3) years following the due date (without extension) for such Tax Returns. Neither Seller, on the Closing Date and ending one hand, nor Buyer or the Acquired Companies, on the date on which taxes may no longer be assessed under other hand, shall dispose of any such materials unless it first offers in writing to the applicable statutes other party the right to take possession of limitation, including such materials at such other party’s sole expense and the period other party fails to accept such offer within fifteen (15) Business Days of waivers or extensions thereof the offer being made. Any information obtained under this Section 13(c)(ii) 9.7 shall be kept confidential, confidential except as may be otherwise necessary in connection with the filing of returns Tax Returns or claims for refund or in conducting a Tax Contest or as otherwise may be required by applicable law, regulation or the rules of any audit or other proceedingstock exchange.

Cooperation and Exchange of Information. Purchasers Purchaser shall provide Sellers Seller with such cooperation and information as Sellers Seller reasonably may request with respect to the filing of any Return, amended Return or claim for refund, the determination of a liability for Taxes, or a right to refund of Taxes, or the conduct of any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant Returns, together with accompanying schedules and related work papers, documents relating to rulings or other determinations by taxing authorities, and records concerning the ownership and tax basis of property, which Purchasers Purchaser may possess concerning the Business. Purchasers Purchaser shall make its employees available to Sellers Seller on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Notwithstanding the foregoing, Purchasers Purchaser shall not be required to prepare any documents, documents or determine any information not ten in its possession in response required to a request under this be maintained pursuant to Section 13(c)(ii) Sellers 6.4.2. Seller shall reimburse Purchasers Purchaser for any reasonable out-of-pocket costs incurred by Purchasers Purchaser in providing any Return, document or other written information, and shall reimburse Purchasers Purchaser for any reasonable out-of-pocket costs (excluding including regular wages wages, salaries and salariestraveling expenses) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this AgreementSection 1.2(b) hereof, Purchasers Purchaser shall retain all Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the period of time beginning on the Closing Effective Date and ending on the date on which taxes may no longer be assessed under the applicable statutes of limitation, including the period of waivers or extensions thereof thereof. Any information obtained under this Section 13(c)(ii) 6.5.2 shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any audit or other proceeding.

Cooperation and Exchange of Information. Purchasers shall Upon the terms set forth in Section 6.4 of this Agreement, Seller and Buyer will provide Sellers each other with such cooperation and information as Sellers either of them reasonably may request with respect to of the other in filing of any Tax Return, amended Tax Return or claim for refund, the determination of determining a liability for Taxes, Taxes or a right to a refund of Taxes, participating in or the conduct of conducting any audit or other proceeding Contest in respect of TaxesTaxes or making representations to or furnishing information to parties subsequently desiring to purchase any of the Company or the Subsidiaries or any part of the business from Buyer. Such cooperation and information shall include providing copies of all relevant ReturnsTax Returns or portions thereof, together with accompanying schedules and schedules, related work papers, papers and documents relating to rulings or other determinations by taxing authorities, and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the BusinessTaxing Authorities. Purchasers Seller shall make its employees available to Sellers on a basis mutually convenient basis to both parties to provide explanation explanations of any documents or information provided hereunderhereunder as is reasonably practicable. Notwithstanding the foregoing, Purchasers shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, Each of Seller and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers Buyer shall retain all Tax Returns, schedules and work papers papers, records and all material records or other documents in its possession relating thereto, to Tax matters of the Company and the Subsidiaries for each taxable period first ending after the Closing Date and for all prior taxable periods until the later of (i) the expiration of the period statute of time beginning on limitations of the Closing Date taxable periods to which such Tax Returns, schedules and ending on work papers, records and other documents relate, without regard to extensions except to the extent notified in writing of such extensions for the respective Tax periods, or (ii) three years following the due date on which taxes (without extension) for such Tax Returns, provided, however, that the Seller may no longer be assessed under satisfy its obligations hereunder by delivering all such Tax Returns, schedules and work papers, records and other documents to the applicable statutes of limitation, including the period of waivers or extensions thereof Buyer. Any information obtained under this Section 13(c)(ii) 8.8 shall be kept confidential, confidential in accordance with Section 6.4 except as may be otherwise necessary in connection with the filing of returns Tax Returns or claims for refund or in conducting any audit or other proceedinga Contest.

Cooperation and Exchange of Information. Purchasers shall The Seller --------------------------------------- and the Purchaser will provide Sellers each other with such cooperation and information as Sellers either of them reasonably may request with respect to of the other in filing of any Tax Return, amended Return return or claim for refund, the determination of determining a liability for Taxes, Taxes or a right to a refund of Taxes, Taxes or the conduct of participating in or conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant ReturnsTax Returns or portions thereof, together with accompanying schedules and related work papers, papers and documents relating to rulings or other determinations by taxing authorities, but in no event shall either party be required to disclose to the other party any information relating to its operations other than the Company. The Seller and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the Business. Purchasers Purchaser shall make its their employees available to Sellers on a mutually convenient basis to provide explanation explanations of any documents or information provided hereunder. Notwithstanding The Seller and the foregoing, Purchasers shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers shall Purchaser will retain all Tax Returns, schedules and work papers and all material records or other documents relating thereto, to Tax matters of the Company for its taxable period first ending after the Closing Date and for all prior taxable periods until the later of: (i) the expiration of the period statute of time beginning on limitations of the Closing Date taxable periods to which such returns and ending on 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 (ii) six years following the due date on which taxes (without extension) for such returns. After such time, before either the Seller or the Purchaser shall dispose of any of such books and records, at least ninety calendar days prior written notice to such effect shall be given to the other party, and such other party shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records as such party may select; provided, however, that in no longer event shall -------- ------- either party be assessed under required to disclose to the applicable statutes of limitation, including other party any information relating to its operations other than the period of waivers or extensions thereof Company. Any information obtained under this Section 13(c)(ii) 7.06 shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any an audit or other proceeding.

Cooperation and Exchange of Information. Purchasers (a) As soon as practicable, but in any event within thirty (30) days after Investor's request, from and after the Closing Date, Parent shall provide Sellers Investor with such cooperation and shall deliver to Investor such information and data concerning the pre-Closing operations of the Partnership and the UT Contributed Business and make available such knowledgeable employees of the Partnership and the UT Contributed Business as Sellers Investor may reasonably request, in order to enable Investor to complete and file all Returns which it may request be required to file with respect to the filing operations and business of the Partnership and the UT Contributed Business through the Closing Date or to respond to audits by any ReturnTaxing Authorities with respect to such operations and to otherwise enable Investor to satisfy its internal accounting, amended Return or claim for refund, the determination of a liability for Taxes, or a right to refund of Taxes, or the conduct of any audit or tax and other proceeding in respect of Taxeslegitimate requirements. Such cooperation and information shall include provision of powers of attorney for the purpose of signing Returns and defending audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority which relate to the Partnership and the UT Contributed Business, and providing copies of all relevant Returns, together with accompanying schedules and related work papersworkpapers, documents relating to rulings or other determinations by taxing authorities, any Taxing Authority and records concerning the ownership and tax basis of property, which Purchasers Parent or its Affiliates may possess concerning the Businesspossess. Purchasers Parent shall make its employees and facilities available to Sellers on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Notwithstanding . (b) For a period of seven (7) years after the foregoing, Purchasers shall not Closing Date or such longer period as may be required to prepare any documentsby law, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written informationParent shall, and shall reimburse Purchasers for any reasonable out-cause its Affiliates to, retain, and neither destroy nor dispose of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers shall retain all Returns, schedules books and work papers records (including computer files) of, or with respect to the activities of, the Partnership and the UT Contributed Business for all material taxable periods ending on or prior to the Closing Date. Thereafter, Parent shall not destroy or dispose of any such Returns, books or records unless it first offers such Returns, books and records to Investor in writing at Investor's expense and Investor fails to accept such offer within sixty (60) days of its being made. (c) Parent and Investor and their respective Affiliates shall cooperate in the preparation of all Returns relating in whole or other documents relating thereto, until the expiration of the period of time beginning in part to taxable periods ending on or before or including the Closing Date that are required to be filed after such date. Such cooperation shall include, but not be limited to, furnishing prior years' Returns or return preparation packages illustrating previous reporting practices or containing historical information relevant to the preparation of such Returns, and ending on furnishing such other information within such party's possession requested by the date on party filing such Returns as is relevant to their preparation. In the case of any state, local or foreign joint, consolidated, combined, unitary or group relief system Returns, such cooperation shall also relate to any other taxable periods in which taxes may no longer be assessed under one party could reasonably require the applicable statutes assistance of limitationthe other party in obtaining any necessary information. (d) Investor shall have the right, including the period of waivers or extensions thereof Any information obtained under this Section 13(c)(ii) shall be kept confidentialat its own expense, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting to control any audit or examination by any Taxing Authority ("Tax Audit"), initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other proceedingadjustment or proposed adjustment relating to any and all Taxes for any taxable period ending on or before the Closing Date with respect to the Partnership or the UT Contributed Business. Parent shall have the right, at its own expense, to control any other Tax Audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to all other Taxes with respect to the Partnership or the UT Contributed Business. Investor shall furnish Parent and its Affiliates with its cooperation in a man- ner comparable to that described in paragraph (a) of this Section to effect the purposes of this Section.

Cooperation and Exchange of Information. Purchasers shall Per-Se and the Purchaser will provide Sellers each other with such cooperation and information as Sellers any of them reasonably may request with respect to of the other in filing of any Tax Return, amended Return return or claim for refund, the determination of determining a liability Liability for Taxes, Taxes or a right to a refund of Taxes, Taxes or the conduct of participating in or conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant ReturnsTax Returns or portions thereof, together with accompanying schedules and related work papers, papers and documents relating to rulings or other determinations by taxing Tax authorities, but in no event shall Per-Se or the Purchaser be required to disclose to the other any information relating to the operations of either, as the case may be, other than information relating to a Liability for Taxes of the Company. Per-Se and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the Business. Purchasers Purchaser shall make its their respective employees available to Sellers on a mutually convenient basis to provide explanation explanations of any documents or information provided hereunder. Notwithstanding Per-Se and Holdings will take no position on such Tax Returns that relate to the foregoingCompany that would adversely affect the Company after the Closing Date, Purchasers shall not unless such position would be required to prepare any documents, reasonable and consistent with past practice as if Per-Se or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable outHoldings had owned the Company both before and after the Closing Date. Per-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, Se and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers shall the Purchaser will retain all Tax Returns, schedules and work papers and all material books and records or other documents relating thereto, to Tax matters of the Company for its taxable period ending on or before the Closing Date until the expiration of the period statute of time beginning on limitations of the Closing Date taxable periods to which such returns and ending on other documents relate, without regard to extensions (but taking into account any extended statute of limitations applicable to a year in which a net operating loss is reported) except to the date on which taxes may no longer be assessed under extent notified by the applicable statutes other party in writing of limitation, including such extensions for the period of waivers or extensions thereof respective Tax periods. Any information obtained under this Section 13(c)(ii5.6(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any an audit or other proceeding. Notwithstanding anything in this Section 5.6(a) to the contrary, no party shall be required to divulge any information to the other party that would operate as a waiver of the attorney-client privilege. Purchasers and the Seller shall use reasonable efforts not to destroy or allow the destruction of any such books and records and workpapers without first providing 60 days written notice of intention to destroy to the other party(ies), and allowing such other party(ies) to take possession of such records.

Cooperation and Exchange of Information. Purchasers shall The Sellers and RCG will provide Sellers each other with such cooperation and information as Sellers either of them reasonably may request with respect to of the other in filing of any Tax Return, amended Return return or claim for refund, the determination of determining a liability for Taxes, Taxes or a right to a refund of Taxes, Taxes or the conduct of participating in or conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant ReturnsTax Returns or portions thereof, together with accompanying schedules and related work papers, papers and documents relating to rulings or other determinations by taxing authorities, but in no event shall the Sellers or RCG be required to disclose to the other any information relating to the operations of either, as the case may be, other than information relating to a liability for Taxes of the Dialysis Companies. The Sellers and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the Business. Purchasers RCG shall make its their respective employees available to Sellers on a mutually convenient basis to provide explanation explanations of any documents or information provided hereunder. Notwithstanding the foregoing, Purchasers shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) The Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers shall RCG will retain all Tax Returns, schedules and work papers and all material books and records or other documents relating thereto, to Tax matters of the Dialysis Companies for its taxable period first ending after the Closing Date and for all prior taxable periods until the expiration of the period statute of time beginning on limitations of the Closing Date taxable periods to which such returns and ending on other documents relate, without regard to extensions (but taking into account any extended statute of limitations applicable to a year in which a net operating loss is reported) except to the date on which taxes may no longer be assessed under extent notified by the applicable statutes other party in writing of limitation, including such extensions for the period of waivers or extensions thereof respective Tax periods. Any information obtained under this Section 13(c)(ii) 3.4 shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any an audit or other proceeding. Notwithstanding anything in this Section 3.4 to the contrary, no party shall be required to divulge any information to the other party that would operate as a waiver of the attorney-client privilege. RCG and the Sellers shall use reasonable efforts not to destroy or allow the destruction of any such books and records and workpapers without first providing 60 days written notice of intention to destroy to the other party, and allowing such other party to take possession of such records.

Cooperation and Exchange of Information. Purchasers shall The Seller and the Purchaser will provide Sellers each other with such cooperation and information as Sellers either of them reasonably may request with respect to of the other in filing of any ReturnTax return, amended Return return or claim for refund, the determination of determining a liability for Taxes, Taxes or a right to a refund of Taxes, Taxes or the conduct of participating in or conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant ReturnsTax returns or portions thereof, together with accompanying schedules and related work papers, papers and documents relating to rulings or other determinations by taxing authorities, but in no event shall the Seller or the Purchaser be required to disclose to the other any information relating to the operations of either, as the case may be, other than information relating to the Company. The Seller and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the Business. Purchasers Purchaser shall make its employees available to Sellers on a mutually convenient basis to provide explanation explanations of any documents or information provided hereunder. Notwithstanding The Seller and the foregoing, Purchasers shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers shall Purchaser will retain all Returnsreturns, schedules and work papers and all material records or other documents relating thereto, to Tax matters of the Company for its taxable period first ending after the Closing Date and for all prior taxable periods until the later of: (i) the expiration of the period statute of time beginning on limitations of the Closing Date taxable periods to which such returns and ending on 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 (ii) six years following the due date on which taxes (without extension) for such returns. After such time, before the Purchaser shall dispose of any of such books and records, at least 90 calendar days prior written notice to such effect shall be given by the Purchaser to the Seller, and the Seller shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records as the Seller may no longer be assessed under the applicable statutes of limitation, including the period of waivers or extensions thereof select. Any information obtained under this Section 13(c)(ii) 7.06 shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any an audit or other proceeding.

Cooperation and Exchange of Information. Purchasers shall Upon the terms set forth in Section 6.4 of this Agreement, Seller and Buyer will provide Sellers each other with such cooperation and information as Sellers either of them reasonably may request with respect to of the other in filing of any Tax Return, amended Tax Return or claim for refund, the determination of determining a liability for Taxes, Taxes or a right to a refund of 51 52 Taxes, participating in or the conduct of conducting any audit or other proceeding Contest in respect of TaxesTaxes or making representations to or furnishing information to parties subsequently desiring to purchase any of the Company or the Subsidiaries or any part of the business from Buyer. Such cooperation and information shall include providing copies of all relevant ReturnsTax Returns or portions thereof, together with accompanying schedules and schedules, related work papers, papers and documents relating to rulings or other determinations by taxing authorities, and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the BusinessTaxing Authorities. Purchasers Seller shall make its employees available to Sellers on a basis mutually convenient basis to both parties to provide explanation explanations of any documents or information provided hereunderhereunder as is reasonably practicable. Notwithstanding the foregoing, Purchasers shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, Each of Seller and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers Buyer shall retain all Tax Returns, schedules and work papers papers, records and all material records or other documents in its possession relating thereto, to Tax matters of the Company and the Subsidiaries for each taxable period first ending after the Closing Date and for all prior taxable periods until the later of (i) the expiration of the period statute of time beginning on limitations of the Closing Date taxable periods to which such Tax Returns, schedules and ending on work papers, records and other documents relate, without regard to extensions except to the extent notified in writing of such extensions for the respective Tax periods, or (ii) three years following the due date on which taxes (without extension) for such Tax Returns, provided, however, that the Seller may no longer be assessed under satisfy its obligations hereunder by delivering all such Tax Returns, schedules and work papers, records and other documents to the applicable statutes of limitation, including the period of waivers or extensions thereof Buyer. Any information obtained under this Section 13(c)(ii) 8.8 shall be kept confidential, confidential in accordance with Section 6.4 except as may be otherwise necessary in connection with the filing of returns Tax Returns or claims for refund or in conducting any audit or other proceedinga Contest.

Cooperation and Exchange of Information. Purchasers shall (a) Purchaser and Seller will provide Sellers each other with such cooperation and information as Sellers either of them reasonably may request of the other in connection with respect to the filing of any Return, amended Tax Return or claim for refund, the determination of a liability for Taxesrefund claim, or a right to refund of Taxes, participating in or the conduct of conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant ReturnsTax Returns or portion thereof, together with accompanying schedules and related work paperspapers (to the extent such documents are not subject to attorney-client or similar privileges), documents but in no event shall Purchaser or Seller be required to disclose to the other any information relating to rulings or their respective operations other determinations by taxing authorities, than information relating to a liability for Taxes attributable to the operations of the Companies prior to Closing. (b) Purchaser and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the Business. Purchasers Seller shall make its their respective employees available to Sellers on a mutually convenient basis to provide explanation explanations of any documents or information provided hereunder. Notwithstanding the foregoing, Purchasers shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, Purchaser and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers shall Seller will retain all Tax Returns, schedules and work papers and all material records or other documents relating thereto, to Tax matters of the operations of the Companies for the Tax periods of the Company first ending after the Closing Date and for all prior Tax periods until the expiration of the period statue of time beginning on limitations of the Closing Date Tax periods to which such Tax Returns and ending on the date on which taxes other documents relate (giving effect to any extension, waiver, or mitigation thereof). After such time, before Purchaser shall dispose of any of such books and records, at least 90 calendar days prior written notice to such effect shall be given by Purchaser to Seller and Seller shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as Seller may no longer be assessed under the applicable statutes of limitation, including the period of waivers or extensions thereof select. Any information obtained under this Section 13(c)(ii) 5.7 shall be kept confidential, confidential except as may otherwise be otherwise necessary in connection with the filing of returns Tax Returns or claims for refund or in conducting any an audit or other proceedingproceeding or as otherwise required by law.

Cooperation and Exchange of Information. Purchasers shall The Seller and the Buyer will --------------------------------------- provide Sellers each other with such cooperation and information as Sellers either of them reasonably may request with respect to of the other in filing of any ReturnTax return, amended Return return or claim for refund, the determination of determining a liability for Taxes, Taxes or a right to a refund of Taxes, Taxes or the conduct of participating in or conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant ReturnsTax returns or portions thereof, together with accompanying schedules and related work papers, papers and documents relating to rulings or other determinations by taxing authorities, but in no event shall the Seller or the Buyer be required to disclose to the other any information relating to the operations of either, as the case may be, other than information relating to a liability for Taxes of the Company. The Seller and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the Business. Purchasers Buyer shall make its their respective employees available to Sellers on a mutually convenient basis to provide explanation explanations of any documents or information provided hereunder. Notwithstanding The Seller and the foregoing, Purchasers shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers shall Buyer will retain all ReturnsTax returns, schedules and work papers and all material records or other documents relating thereto, to Tax matters of the Company for its taxable period first ending after the Closing Date and for all prior taxable periods until the expiration of the period statute of time beginning on limitations of the Closing Date taxable periods to which such returns and ending on other documents relate, without regard to extensions (but taking into account any extended statute of limitations applicable to a year in which a net operating loss is reported) except to the date on which taxes extent notified by the other party in writing of such extensions for the respective Tax periods. After such time, before the Buyer shall dispose of any of such books and records, at least ninety (90) calendar days prior written notice to such effect shall be given by the Buyer to the Seller, and the Seller shall be given an opportunity, at its cost and expense, to remove and retain all or any of such books and records as the Seller may no longer be assessed under the applicable statutes of limitation, including the period of waivers or extensions thereof select. Any information obtained under this Section 13(c)(ii) 17.4 shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any an audit or other proceeding.

Cooperation and Exchange of Information. The Purchasers and the Sellers shall provide Sellers each other party with such cooperation and information as Sellers may be reasonably may request requested with respect to the filing of any Tax Return, amended Tax Return or claim for refund, the determination of a liability for Taxes, or a right to refund of Taxes, or the conduct of any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant ReturnsTax Returns (or the information from such Tax Returns pertaining to the Purchased Assets or the Business), together with accompanying schedules and related work papers, documents relating to rulings or other determinations by taxing authoritiesany Taxing Authority, and records concerning the ownership and tax Tax basis of property, which the Purchasers and the Sellers may possess concerning the Business. Before the filing of any Tax Return (other than income Tax returns) relating to the Business and the Purchased Assets for the taxable year including the Closing Date, the Sellers shall provide the Purchasers with a copy of such Tax Return, work papers and other documentation relevant to the preparation of such Tax Return at least thirty (30) days prior to the last date for timely filing such Tax Return. If the Purchasers agree with the preparation of such Tax Return, the Purchasers shall provide notice of consent, which shall not be unreasonably withheld, no later than fifteen (15) days prior to the last date for timely filing such Tax Return. The Purchasers and the Sellers shall make its their employees available to Sellers each other on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Notwithstanding the foregoing, the Purchasers and the Sellers shall not be required to prepare any documents, or determine any information not ten then in its possession in response to a request under this Section 13(c)(ii) 5.3. The Purchasers and the Sellers shall reimburse Purchasers each other for any reasonable out-of-pocket costs incurred by Purchasers the other in providing any Tax Return, document or other written information, and shall reimburse Purchasers the other for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, expenses upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers The Sellers shall retain without charge to the Purchasers all Tax Returns, schedules and work papers and all material records or other documents relating theretoto the Business and the Purchased Assets, until the expiration of the period of time beginning on the Closing Date and ending on the date on which taxes may no longer be assessed under the applicable statutes of limitation, including the period of waivers or extensions thereof within seven (7) years hereof. Any information obtained under this Section 13(c)(ii) 5.3 shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns Tax Returns or claims for refund or in conducting any audit or other proceeding.