Common use of Cooperation and Exchange of Information Clause in Contracts

Cooperation and Exchange of Information. (a) As soon as practicable but in any event within sixty (60) days after Chronimed's request, from and after the Effective Date, MGI shall provide Chronimed with such cooperation and shall deliver to Chronimed such information and data concerning the pre-Distribution Date operations of MGI and make available such knowledgeable employees of such entities as Chronimed may reasonably request, including providing the information and data required by Chronimed 's customary Tax accounting questionnaires, in order to enable Chronimed to complete and file all Returns which it may be required to file with respect to the operations and business of MGI through the Distribution Date or to respond to audits by any Taxing Authorities with respect to such operations and to otherwise enable Chronimed to satisfy its internal accounting, Tax and other legitimate requirements. Such cooperation and information shall include without limitation provision of powers of attorney for the purpose of signing Returns and defending audits for the periods ending on or prior to the Distribution Date and MGI will promptly forward copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority which relate to Chronimed or its obligations hereunder and provide copies of all relevant Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other Determinations by any Taxing Authority and records concerning the ownership and Tax basis or property, which MGI and its Affiliates, if any, may possess. Chronimed shall furnish MGI with its cooperation in a manner comparable to that described in this Section 8.9(a) for all pre-Distribution periods. (b) For a period of ten (10) years after the Distribution Date or such longer period as may be required by law, each of Chronimed and MGI shall retain and not destroy or dispose of all Returns (including supporting materials), books and records (including computer files) of, or with respect to its activities or Taxes, for all taxable periods ending on or prior to the Distribution Date. Thereafter, each of Chronimed or MGI shall not destroy or dispose of any such Returns, books or records unless it first offers such Returns, books and records to the other party in writing and the other party fails to accept such offer within sixty (60) days of its being made. (c) MGI and Chronimed 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 Date or Distribution Date. (d) Whenever Chronimed or MGI receives in writing from the IRS or any other Taxing Authority notice of an adjustment which may give rise to a payment from the other party under this Article VIII, Chronimed or MGI (as the case may be) shall give notice of the adjustment to the other party within ten (10) days after the receipt of the notice. Chronimed 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, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for which it would be liable under this Article VIII. MGI 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 for which it would be liable under this Article VIII. If the Tax Audit relates to Taxes for which MGI would be liable under this Article VIII and for which Chronimed would be liable under this Article VIII, Chronimed shall control the Tax Audit subject to provisions of this Section 8.9(d). Chronimed and MGI, as the case may be, shall keep the other party duly informed and shall consult with each other with respect to the resolution of any issue that would adversely affect the other party, and not settle any such issue, or file any amended Return relating to any such issue, without the consent of the affected party, which consent shall not unreasonably be withheld. Where consent to a settlement is withheld pursuant to this Section, the party controlling the audit or examination may nevertheless settle, continue or initiate any further proceedings at its own expense, provided that any adjustments required shall be made and treated as set forth in Section 8.9(d). (e) If MGI or Chronimed fails to provide any information requested by the other party in the time specified herein, or if no time is specified pursuant to this Section 8.9, within a reasonable period, or otherwise fails to do any act required of it under this Section 8.9, then, notwithstanding any other provision of this Agreement, the party failing to provide the information shall indemnify and hold the other party harmless from and against any and all costs, claims or damages, including, without limitation, all Taxes or deficiencies thereof, payable as a result of such failure. (f) MGI and Chronimed shall cooperate with each other by providing any appropriate certificates or statements (such as a Minnesota resale exemption certificate) if needed for the Transfer of Assets to MGI hereunder or the Distribution to qualify for a Tax exemption or other provision making the transaction nontaxable.

Cooperation and Exchange of Information. (a) As The parties shall cooperate with one another with respect to matters related to Taxes of the Price Entities. (b) From and after the Closing Date, as soon as practicable practicable, but in any event within sixty forty-five (6045) days after Chronimed's requesta request by the Prices, from and after the Effective Date, MGI Newco shall provide Chronimed (or cause to be provided) the Prices with such cooperation and shall deliver to Chronimed the Prices such information and data concerning the pre-Distribution Date operations of MGI the Price Entities and make available such knowledgeable employees of such entities the Price Entities as Chronimed the Prices may reasonably request, including providing the information and data required by Chronimed 's customary Tax accounting questionnaires, in order to enable Chronimed the Prices to complete and file all Returns which it that the Prices, any Price Entity (to the extent such Return is prepared or filed by the Prices pursuant to Section 12.3 of this Agreement) or any of their respective Affiliates may be required to file with respect to the operations and business of MGI through the Distribution Date Price Entities or to respond to audits by any Taxing Authorities Tax Audit with respect to such operations and to otherwise enable Chronimed to satisfy its internal accounting, Tax and other legitimate requirementsoperations. Such cooperation and information by or from Newco shall include without limitation provision of powers of attorney for the purpose of signing Returns and defending audits for the periods ending on or prior to the Distribution Date and MGI will promptly forward forwarding copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority which that relate to Chronimed Excluded Taxes or its obligations hereunder any other Taxes of the Prices, the AGC Contributors or the Transferred Entity Contributors, and provide providing copies of all relevant Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other Determinations determinations by any Taxing Authority and records concerning the ownership and Tax tax basis or of property, which MGI and Newco or its Affiliates, if any, Subsidiaries may possess. Chronimed The Prices and any of their Affiliates shall furnish MGI provide Newco and its Subsidiaries with its cooperation similar reasonable cooperation, information and data to the extent the Prices or any of their Affiliates have such records and information in a manner comparable to that described in this Section 8.9(a) for all pre-Distribution periods. (b) For a period of ten (10) years after the Distribution Date their possession or such longer period as may be required by law, each of Chronimed and MGI shall retain and not destroy or dispose of all Returns (including supporting materials), books and records (including computer files) of, or with respect to its activities or Taxes, for all taxable periods ending on or prior to the Distribution Date. Thereafter, each of Chronimed or MGI shall not destroy or dispose of any such Returns, books or records unless it first offers such Returns, books and records to the other party employees in writing and the other party fails to accept such offer within sixty (60) days of its being madetheir employ. (c) MGI and Chronimed and their respective Affiliates The parties shall cooperate in the preparation of all Returns relating in whole or in part to any Pre-Closing Period that are required to be filed after the Closing Date, including furnishing relevant portions of 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 reasonably requested by the person filing such Returns as is relevant to their preparation. In the case of any federal, state, local or foreign joint, consolidated, combined, unitary or group relief system Returns, such cooperation shall also relate to any other taxable periods ending on or before or including in which one party could reasonably require the Effective Date or Distribution Dateassistance of another party in obtaining any necessary information. (d) Whenever Chronimed or MGI receives in writing from the IRS or any other Taxing Authority notice For a period of an adjustment which may give rise to a payment from the other party under this Article VIII, Chronimed or MGI seven (as the case may be7) shall give notice of the adjustment to the other party within ten (10) days years after the receipt of the notice. Chronimed Closing Date or such longer period as may be required by law, Newco shall, and shall have the rightcause its Subsidiaries to, at its own expenseretain all Returns, to control any audit or examination by any Taxing Authority ("Tax Audit"), initiate any claim for refund, contest, resolve books and defend against any assessment, notice of deficiencyrecords of, or other adjustment or proposed adjustment relating to any and all Taxes for which it would be liable under this Article VIII. MGI 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 for which it would be liable under this Article VIII. If the Tax Audit relates to Taxes for which MGI would be liable under this Article VIII and for which Chronimed would be liable under this Article VIII, Chronimed shall control the Tax Audit subject to provisions of this Section 8.9(d). Chronimed and MGI, as the case may be, shall keep the other party duly informed and shall consult with each other with respect to the resolution activities of, the Price Entities for all Pre-Closing Periods. Thereafter, prior to disposing of any issue that would adversely affect the other partysuch Returns, books and records, Newco shall, and not settle any such issueshall cause its Subsidiaries to, or file any amended Return relating to any such issue, without the consent of the affected party, which consent shall not unreasonably be withheld. Where consent to a settlement is withheld pursuant to this Section, the party controlling the audit or examination may nevertheless settle, continue or initiate any further proceedings at its own expense, provided that any adjustments required shall be made and treated as set forth in Section 8.9(d). (e) If MGI or Chronimed fails to provide any information requested by the other party in the time specified herein, or if no time is specified pursuant to this Section 8.9, within a reasonable period, or otherwise fails to do any act required of it under this Section 8.9, then, notwithstanding any other provision of this Agreement, the party failing to provide the information shall indemnify Prices reasonable notice and hold the other party harmless from and against any and all costs, claims or damages, including, without limitation, all Taxes or deficiencies thereof, payable as a result opportunity to take possession of such failureReturns, books and records at the Prices' expense. (f) MGI and Chronimed shall cooperate with each other by providing any appropriate certificates or statements (such as a Minnesota resale exemption certificate) if needed for the Transfer of Assets to MGI hereunder or the Distribution to qualify for a Tax exemption or other provision making the transaction nontaxable.

Cooperation and Exchange of Information. (a) As soon as practicable but in any event within sixty (60) days after Chronimed's request, from The Sellers and after the Effective Date, MGI shall Buyers will provide Chronimed each other with such cooperation and shall deliver information as either of them reasonably may request of the other in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to Chronimed such a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information and data concerning to parties subsequently desiring to purchase any of the pre-Distribution Date operations Companies or any assets of MGI and make available such knowledgeable employees of such entities as Chronimed may reasonably request, including providing the information and data required by Chronimed 's customary Tax accounting questionnaires, in order to enable Chronimed to complete and file all Returns which it may be required to file with respect to Companies from the operations and business of MGI through the Distribution Date or to respond to audits by any Taxing Authorities with respect to such operations and to otherwise enable Chronimed to satisfy its internal accounting, Tax and other legitimate requirementsBuyers. Such cooperation and information shall include without limitation provision of powers of attorney for the purpose of signing Returns and defending audits for the periods ending on or prior to the Distribution Date and MGI will promptly forward providing copies of appropriate notices and forms relevant Tax Returns or other communications received from or sent to any Taxing Authority which relate to Chronimed or its obligations hereunder and provide copies of all relevant Returnsportions thereof, together with accompanying schedules schedules, related work papers and related workpapers, documents relating to rulings or other Determinations determinations by Tax authorities. The Sellers, Buyers and the Companies shall make their employees available on a basis mutually convenient to both parties to provide explanations of any Taxing Authority documents or information provided hereunder. Each of the Sellers and the Buyers shall retain all Tax Returns, schedules and work papers, records concerning and other documents in its possession relating to Tax matters of the ownership and Companies (collectively, "Tax basis or property, which MGI and its Affiliates, if any, may possess. Chronimed shall furnish MGI with its cooperation in a manner comparable to that described in this Section 8.9(aDocuments") for all pre-Distribution periods. (b) For a each taxable period of ten (10) years first ending after the Distribution Closing Date or such longer period as may be required by law, each of Chronimed and MGI shall retain and not destroy or dispose of all Returns (including supporting materials), books and records (including computer files) of, or with respect to its activities or Taxes, for all prior taxable periods ending on or prior in accordance with all record retention agreements entered into with any Governmental Entity, but in any event until the later of (i) the expiration of the statute of limitations of the taxable periods to which such Tax Documents relate, without regard to extensions except to the Distribution Date. Thereafter, each of Chronimed or MGI shall not destroy or dispose of any such Returns, books or records unless it first offers such Returns, books and records to extent notified by the other party in writing and of such extensions for the respective Tax periods, or (ii) six years following the due date (without extension) for such Tax Returns. Each party agrees to give the other party fails reasonable written notice prior to accept transferring, destroying or discarding any such offer within sixty (60) days Tax Documents and, if the other party so requests, shall allow the other party to take possession of its being made. (c) MGI such Tax Documents. Buyer and Chronimed and the Sellers further agree, upon request, to use their respective Affiliates shall cooperate in the preparation of all Returns relating in whole reasonable best efforts to obtain any certificate or in part to taxable periods ending on or before or including the Effective Date or Distribution Date. (d) Whenever Chronimed or MGI receives in writing other document from the IRS any governmental authority or any other Taxing Authority notice of an adjustment which Person as may give rise be necessary to a payment from the other party under this Article VIIImitigate, Chronimed reduce or MGI eliminate any Tax that could be imposed (as the case may be) shall give notice of the adjustment to the other party within ten (10) days after the receipt of the notice. Chronimed shall have the rightincluding, at its own expensebut not limited to, 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 adjustment or proposed adjustment relating to any and all Taxes for which it would be liable under this Article VIII. MGI 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 for which it would be liable under this Article VIII. If the Tax Audit relates to Taxes for which MGI would be liable under this Article VIII and for which Chronimed would be liable under this Article VIII, Chronimed shall control the Tax Audit subject to provisions of this Section 8.9(d). Chronimed and MGI, as the case may be, shall keep the other party duly informed and shall consult with each other with respect to the resolution of any issue that would adversely affect the other party, and not settle any such issue, or file any amended Return relating to any such issue, without the consent of the affected party, which consent shall not unreasonably be withheldtransactions contemplated by this Agreement). Where consent to a settlement is withheld pursuant to this Section, the party controlling the audit or examination may nevertheless settle, continue or initiate any further proceedings at its own expense, provided that any adjustments required shall be made and treated as set forth in Section 8.9(d). (e) If MGI or Chronimed fails to provide any Any information requested by the other party in the time specified herein, or if no time is specified pursuant to this Section 8.9, within a reasonable period, or otherwise fails to do any act required of it obtained under this Section 8.9, then, notwithstanding any other provision 8.6 shall be kept confidential in accordance with Section 7.2 except as may be otherwise necessary in connection with the filing of this Agreement, the party failing to provide the information shall indemnify and hold the other party harmless from and against any and all costs, Tax Returns or claims for refund or damages, including, without limitation, all Taxes or deficiencies thereof, payable as a result of such failure. (f) MGI and Chronimed shall cooperate with each other by providing any appropriate certificates or statements (such as a Minnesota resale exemption certificate) if needed for the Transfer of Assets to MGI hereunder or the Distribution to qualify for a Tax exemption in conducting an audit or other provision making the transaction nontaxableproceeding.

Cooperation and Exchange of Information. (a) Genmar shall prepare and submit to Hatteras, after the Distribution Date, blank income Tax return workpaper packages. Hatteras shall prepare completely and accurately and submit to Genmar, within sixty (60) days of the extended income Tax return date, all information as Genmar shall reasonably request in such income Tax return workpaper packages. (b) As soon as practicable practicable, but in any event within sixty (60) days after ChronimedGenmar's request, from and after the Effective Distribution Date, MGI Hatteras shall provide Chronimed Genmar with such cooperation and shall deliver to Chronimed Genmar such information and data concerning the pre-Distribution Date operations of MGI the Hatteras Yachts Division and make available such knowledgeable employees of such entities as Chronimed Genmar may reasonably request, including providing the information and data required by Chronimed Genmar's customary Tax tax and accounting questionnaires, in order to enable Chronimed Genmar to complete and file all Returns which it may be required to file with respect to the operations and business of MGI the Hatteras Yachts Division through the Distribution Date or to respond to audits by any Taxing Authorities with respect to such operations and to otherwise enable Chronimed Genmar to satisfy its internal accounting, Tax tax and other legitimate requirements. Such cooperation and information shall include without limitation provision of powers of attorney for the purpose of signing Returns and defending audits for the periods ending on or prior to the Distribution Date and MGI Hatteras will promptly forward copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority which relate to Chronimed Genmar or its obligations hereunder and provide copies of all relevant Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other Determinations determinations by any Taxing Authority and records concerning the ownership and Tax tax basis or of property, which MGI Hatteras and its Affiliates, if any, may possess. Chronimed Genmar shall furnish MGI Hatteras with its cooperation in a manner comparable to that described in this Section 8.9(a) for all pre-Distribution periods10.6(b). (bc) For a period of ten seven (107) years after the Distribution Date or such longer period as may be required by law, or as otherwise agreed to in writing by the parties, each of Chronimed and MGI the parties shall retain and not destroy or dispose of all Returns (including supporting materials), books and records (including computer files) of, or with respect to its activities or Taxes, for all taxable periods ending (or deemed, pursuant to Section 10.3, to end) on or prior to the Distribution Date. Thereafter, each of Chronimed or MGI shall not destroy or dispose of any such Returns, books or records unless it first offers such Returns, books and records to the other party in writing and the other party fails to accept such offer within sixty (60) days of its being made. (cd) MGI and Chronimed and their respective Affiliates The parties 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 Distribution Date that are required to be filed after such date. Such cooperation shall include, but not be limited to, furnishing prior years' Returns or Distribution Datereturn 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 state, local or foreign joint, consolidated, combined, unitary or group relief system Returns, such cooperation could 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. (de) Whenever Chronimed or MGI receives in writing from the IRS or any other Taxing Authority notice of an adjustment which may give rise to a payment from the other party under this Article VIII, Chronimed or MGI (as the case may be) shall give notice of the adjustment to the other party within ten (10) days after the receipt of the notice. Chronimed Genmar shall have the rightright (but not the obligation), at its own expense, to control any audit or examination by any Taxing Authority ("Tax Audit"), initiate any claim for refund, refund or contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for which it would be liable under this Article VIIIany taxable period ending on or before the Distribution Date with respect to the Hatteras Yachts Division. MGI Hatteras 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 for which it would be liable under this Article VIII. If the Tax Audit relates with respect to Hatteras, PROVIDED THAT, with respect to any state, local and foreign Taxes for which MGI would be liable under this Article VIII any taxable period beginning before the Distribution Date and for which Chronimed would be liable under this Article VIIIending after the Distribution Date, Chronimed shall control the Tax Audit subject to provisions of this Section 8.9(d). Chronimed and MGIHatteras or Genmar, as the case may be, shall keep the other party duly informed and shall consult with each other with respect to the resolution of any issue that would adversely affect the other party, and not settle any such issue, or file any amended Return relating to any such issue, without the consent of the affected party, which consent shall not unreasonably be withheld, delayed or conditioned. Where consent to a settlement is withheld pursuant to this SectionSection 10.6(e), the party controlling the audit or examination may nevertheless settle, continue or initiate any further proceedings at its own expense, provided that any adjustments required shall be made and treated as set forth in Section 8.9(d10.5(e). (ef) If MGI or Chronimed Hatteras fails to provide any information requested by the other party Genmar in the time specified herein, or if no time is specified pursuant to this Section 8.910.6, within a reasonable period, or otherwise fails to do any act required of it under this Section 8.910.6, thenthen Hatteras shall be obligated, notwithstanding any other provision of this Agreement, the party failing to provide the information indemnify Genmar and Hatteras shall so indemnify Genmar and hold the other party Genmar harmless from and against any and all costs, claims or claims, penalties and damages, including, without limitation, all incremental Taxes or deficiencies thereofand penalties related thereto, payable or charged as a result of such failure. (f) MGI and Chronimed shall cooperate with each other by providing any appropriate certificates or statements (such as a Minnesota resale exemption certificate) if needed for the Transfer of Assets to MGI hereunder or the Distribution to qualify for a Tax exemption or other provision making the transaction nontaxable.

Cooperation and Exchange of Information. (a) As soon as practicable but in any event within sixty (60) days after Chronimed's request, from The Bennetts and after the Effective Date, MGI shall AINC Parties will provide Chronimed each other with such cooperation and shall deliver information (including the relevant portions of books and records) as either of them reasonably may request of the other in filing any Tax Return pursuant to Chronimed such information and data concerning this Article VII or in connection with any Tax Claim, audit or other proceeding in respect of Taxes, tax items or Tax Returns of the pre-Distribution Date operations of MGI and make available such knowledgeable employees of such entities as Chronimed may reasonably requestRemington Companies, including providing the execution of any power of attorney that is reasonably required in connection with a Tax Claim controlled by the ▇▇▇▇▇▇▇ Appointees pursuant to Section 7.05 and information and data required by Chronimed 's customary Tax accounting questionnairesrelated to any imputed underpayment within the meaning of Section 6225 of the Code (including, in order to enable Chronimed to complete and file all Returns which it may be at the request of the ▇▇▇▇▇▇▇ Appointees, any information required to file with respect an amended return pursuant to Section 6225(c)(2) of the operations and business of MGI through the Distribution Date or to respond to audits by any Taxing Authorities with respect to such operations and to otherwise enable Chronimed to satisfy its internal accounting, Tax and other legitimate requirementsCode). Such cooperation and information shall will also include without limitation provision of powers of attorney for the purpose of signing Returns and defending audits for the periods ending on or prior to the Distribution Date and MGI will promptly forward AINC Parties providing copies of appropriate notices and forms relevant Tax Returns or other communications received from or sent to any Taxing Authority which relate to Chronimed or its obligations hereunder and provide copies of all relevant Returnsportions thereof, together with accompanying schedules schedules, related work papers and related workpapers, documents relating to rulings or other Determinations determinations by tax authorities (or applicable portions thereof). New Holdco will retain all Tax Returns, schedules and work papers, records and other documents in its possession (or in the possession of any Taxing Authority and records concerning AINC Party) relating to Tax matters of any Remington Companies for any taxable period beginning before the ownership and Tax basis or property, which MGI and its Affiliates, if any, may possess. Chronimed shall furnish MGI with its cooperation in a manner comparable to that described in this Section 8.9(a) for all pre-Distribution periods. (b) For a period Closing Date until the expiration of ten (10) years after the Distribution Date or such longer period as may be required by law, each statute of Chronimed and MGI shall retain and not destroy or dispose limitations of all Returns (including supporting materials), books and records (including computer files) of, or with respect to its activities or Taxes, for all the taxable periods ending on to which such Tax Returns and other documents relate. Prior to transferring, destroying or prior discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any Remington Companies for any taxable period beginning before the Closing Date, the AINC Parties will provide the ▇▇▇▇▇▇▇ Appointees with reasonable written notice and offer the ▇▇▇▇▇▇▇ Appointees the opportunity to take custody of such materials. Notwithstanding anything to the Distribution Date. Thereafter, each of Chronimed or MGI shall not destroy or dispose of any such Returns, books or records unless it first offers such Returns, books and records to the other party contrary in writing and the other party fails to accept such offer within sixty (60) days of its being made. (c) MGI and Chronimed 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 Date or Distribution Date. (d) Whenever Chronimed or MGI receives in writing from the IRS or any other Taxing Authority notice of an adjustment which may give rise to a payment from the other party under this Article VIII, Chronimed or MGI (as the case may be) shall give notice of the adjustment to the other party within ten (10) days after the receipt of the notice. Chronimed 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, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for which it would be liable under this Article VIII. MGI 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 for which it would be liable under this Article VIII. If the Tax Audit relates to Taxes for which MGI would be liable under this Article VIII and for which Chronimed would be liable under this Article VIII, Chronimed shall control the Tax Audit subject to provisions of this Section 8.9(d). Chronimed and MGI, as the case may be, shall keep the other party duly informed and shall consult with each other with respect to the resolution of any issue that would adversely affect the other party, and not settle any such issue, or file any amended Return relating to any such issue, without the consent of the affected party, which consent shall not unreasonably be withheld. Where consent to a settlement is withheld pursuant to this Section, the party controlling the audit or examination may nevertheless settle, continue or initiate any further proceedings at its own expense, provided that any adjustments required shall be made and treated as set forth in Section 8.9(d). (e) If MGI or Chronimed fails to provide any information requested by the other party in the time specified herein, or if no time is specified pursuant to this Section 8.9, within a reasonable period, or otherwise fails to do any act required of it under this Section 8.9, then, notwithstanding any other provision of this Agreement, in no event shall the party failing Bennetts be required to provide the information shall indemnify and hold the other party harmless from and against their personal Tax Returns or workpapers related thereto to any and all costs, claims or damages, including, without limitation, all Taxes or deficiencies thereof, payable as a result of such failurePerson. (f) MGI and Chronimed shall cooperate with each other by providing any appropriate certificates or statements (such as a Minnesota resale exemption certificate) if needed for the Transfer of Assets to MGI hereunder or the Distribution to qualify for a Tax exemption or other provision making the transaction nontaxable.

Cooperation and Exchange of Information. (a) As soon as practicable but in any event within sixty (60) days after Chronimed's requestSeller and Buyer shall, from and after each shall cause the Effective DateCompany to, MGI shall provide Chronimed each other with such cooperation and shall deliver information as either of them reasonably may request of the other in filing any Tax Return pursuant to Chronimed such information and data concerning this ARTICLE VI or in connection with any audit or other proceeding in respect of Taxes of the pre-Distribution Date operations of MGI and make available such knowledgeable employees of such entities as Chronimed may reasonably request, including providing the information and data required by Chronimed 's customary Tax accounting questionnaires, in order to enable Chronimed to complete and file all Returns which it may be required to file with respect to the operations and business of MGI through the Distribution Date or to respond to audits by any Taxing Authorities with respect to such operations and to otherwise enable Chronimed to satisfy its internal accounting, Tax and other legitimate requirementsCompany. Such cooperation and information shall include without limitation provision providing copies of powers of attorney for the purpose of signing relevant Tax Returns (excluding Seller Consolidated Tax Returns and defending audits for similar Tax Returns of the periods ending on or prior to the Distribution Date and MGI will promptly forward copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority which relate to Chronimed Buyer or its obligations hereunder and provide copies of all relevant ReturnsAffiliates) or portions thereof, together with accompanying schedules schedules, related work papers and related workpapers, documents relating to rulings or other Determinations determinations by any Taxing Authority taxing authority. Each of Seller and ▇▇▇▇▇ shall retain all Tax Returns, schedules and work papers, records concerning and other documents in its possession relating to Tax matters of the ownership and Company for a Pre-Closing Tax basis or property, which MGI and its Affiliates, if any, may possess. Chronimed shall furnish MGI with its cooperation in a manner comparable to that described in this Section 8.9(a) Period for all pre-Distribution periods. (b) For a period of ten (10) seven years after the Distribution Date or such longer period as may be required by law, each of Chronimed and MGI shall retain and not destroy or dispose of all Returns (including supporting materials), books and records (including computer files) of, or with respect to its activities or Taxes, for all taxable periods ending on or prior to the Distribution Closing Date. Thereafter, each In the event Seller or Buyer (as the case may be) wish to take custody of Chronimed or MGI shall not destroy or dispose of any such Returns, books or records unless it first offers such Returns, books and records to the other party in writing and the other party fails to accept such offer within sixty (60) days of its being made. (c) MGI and Chronimed and their respective Affiliates shall cooperate in the preparation of all party’s Tax Returns relating in whole or in part to taxable periods ending on or before for or including the Effective Date Company for a Pre-Closing Tax Period (excluding Seller Consolidated Tax Returns and similar Tax Returns of the Buyer or Distribution Date. (dits Affiliates) Whenever Chronimed and schedules and work papers, records and other documents in its possession related to Tax matters of the Company for any Pre-Closing Tax Period or MGI receives in writing from the IRS or for any other Taxing Authority notice of an adjustment which may period that could give rise to a payment from Tax liability that could be imposed on the other Company, Buyer or their Affiliates, in respect of which an indemnity may be sought by Buyer pursuant to this ARTICLE VI, such party under this Article VIII, Chronimed or MGI (as the case may be) shall give notice of the adjustment to provide the other party within with reasonable written notice of such request no sooner than sixty (60) days nor later than ten (10) days prior to expiration of the retention period set forth above, provided that, prior to transferring, destroying or discarding any such documentation earlier than seven years after the receipt Closing, the party with custody of the notice. Chronimed such information 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, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for which it would be liable under this Article VIII. MGI 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 for which it would be liable under this Article VIII. If the Tax Audit relates to Taxes for which MGI would be liable under this Article VIII and for which Chronimed would be liable under this Article VIII, Chronimed shall control the Tax Audit subject to provisions of this Section 8.9(d). Chronimed and MGI, as the case may be, shall keep provide the other party duly informed with no less than thirty (30) days written notice of the intent to transfer, destroy or discard such documentation. For the avoidance of doubt, and shall consult with each other with respect notwithstanding anything to the resolution of any issue that would adversely affect the other party, and not settle any such issue, or file any amended Return relating to any such issue, without the consent of the affected party, which consent shall not unreasonably be withheld. Where consent to a settlement is withheld pursuant to this Section, the party controlling the audit or examination may nevertheless settle, continue or initiate any further proceedings at its own expense, provided that any adjustments required shall be made and treated as set forth contrary in Section 8.9(d). (e) If MGI or Chronimed fails to provide any information requested by the other party in the time specified herein, or if no time is specified pursuant to this Section 8.9, within a reasonable period, or otherwise fails to do any act required of it under this Section 8.9, then, notwithstanding any other provision of this Agreement, Buyer shall not have any right to review Seller Consolidated Returns and Seller shall not have the party failing right to provide review any similar Tax Returns of the information shall indemnify and hold the other party harmless from and against any and all costs, claims Buyer or damages, including, without limitation, all Taxes or deficiencies thereof, payable as a result of such failureits Affiliates. (f) MGI and Chronimed shall cooperate with each other by providing any appropriate certificates or statements (such as a Minnesota resale exemption certificate) if needed for the Transfer of Assets to MGI hereunder or the Distribution to qualify for a Tax exemption or other provision making the transaction nontaxable.

Cooperation and Exchange of Information. (a) As The parties shall cooperate with one another with respect to matters related to Taxes of the Price Entities. (b) From and after the Closing Date, as soon as practicable practicable, but in any event within sixty forty-five (6045) days after Chronimed's requesta request by the Prices, from and after the Effective Date, MGI Acquiror shall provide Chronimed (or cause to be provided) the Prices with such cooperation and shall deliver to Chronimed the Prices such information and data concerning the pre-Distribution Date operations of MGI the Price Entities and make available such knowledgeable employees of such entities the Price Entities as Chronimed the Prices may reasonably request, including providing the information and data required by Chronimed 's customary Tax accounting questionnaires, in order to enable Chronimed the Prices to complete and file all Returns which it that the Prices, any Price Entity (to the extent such Return is prepared or filed by the Prices pursuant to Section 10.3 of this Agreement) or any of their respective Affiliates may be required to file with respect to the operations and business of MGI through the Distribution Date Price Entities or to respond to audits by any Taxing Authorities Tax Audit with respect to such operations and to otherwise enable Chronimed to satisfy its internal accounting, Tax and other legitimate requirementsoperations. Such cooperation and information by or from the Acquiror shall include without limitation provision of powers of attorney for the purpose of signing Returns and defending audits for the periods ending on or prior to the Distribution Date and MGI will promptly forward forwarding copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority which that relate to Chronimed Excluded Taxes or its obligations hereunder any other Taxes of the Prices, the AGC Sellers or the Transferred Entity Sellers, and provide providing copies of all relevant Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other Determinations determinations by any Taxing Authority and records concerning the ownership and Tax tax basis or of property, which MGI and the Acquiror or its Affiliates, if any, Subsidiaries may possess. Chronimed The Prices and any of their Affiliates shall furnish MGI provide the Acquiror and its Subsidiaries with its cooperation similar reasonable cooperation, information and data to the extent the Prices or any of their Affiliates have such records and information in a manner comparable to that described in this Section 8.9(a) for all pre-Distribution periods. (b) For a period of ten (10) years after the Distribution Date their possession or such longer period as may be required by law, each of Chronimed and MGI shall retain and not destroy or dispose of all Returns (including supporting materials), books and records (including computer files) of, or with respect to its activities or Taxes, for all taxable periods ending on or prior to the Distribution Date. Thereafter, each of Chronimed or MGI shall not destroy or dispose of any such Returns, books or records unless it first offers such Returns, books and records to the other party employees in writing and the other party fails to accept such offer within sixty (60) days of its being madetheir employ. (c) MGI and Chronimed and their respective Affiliates The parties shall cooperate in the preparation of all Returns relating in whole or in part to any Pre-Closing Period that are required to be filed after the Closing Date, including furnishing relevant portions of 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 reasonably requested by the person filing such Returns as is relevant to their preparation. In the case of any federal, state, local or foreign joint, consolidated, combined, unitary or group relief system Returns, such cooperation shall also relate to any other taxable periods ending on or before or including in which one party could reasonably require the Effective Date or Distribution Dateassistance of another party in obtaining any necessary information. (d) Whenever Chronimed or MGI receives in writing from the IRS or any other Taxing Authority notice For a period of an adjustment which may give rise to a payment from the other party under this Article VIII, Chronimed or MGI seven (as the case may be7) shall give notice of the adjustment to the other party within ten (10) days years after the receipt of Closing Date or such longer period as may be required by law, the notice. Chronimed Acquiror shall, and shall have the rightcause its Subsidiaries to, at its own expenseretain all Returns, to control any audit or examination by any Taxing Authority ("Tax Audit"), initiate any claim for refund, contest, resolve books and defend against any assessment, notice of deficiencyrecords of, or other adjustment or proposed adjustment relating to any and all Taxes for which it would be liable under this Article VIII. MGI 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 for which it would be liable under this Article VIII. If the Tax Audit relates to Taxes for which MGI would be liable under this Article VIII and for which Chronimed would be liable under this Article VIII, Chronimed shall control the Tax Audit subject to provisions of this Section 8.9(d). Chronimed and MGI, as the case may be, shall keep the other party duly informed and shall consult with each other with respect to the resolution activities of, the Price Entities for all Pre-Closing Periods. Thereafter, prior to disposing of any issue that would adversely affect the other partysuch Returns, books and records, Acquiror shall, and not settle any such issueshall cause their respective Subsidiaries to, or file any amended Return relating to any such issue, without the consent of the affected party, which consent shall not unreasonably be withheld. Where consent to a settlement is withheld pursuant to this Section, the party controlling the audit or examination may nevertheless settle, continue or initiate any further proceedings at its own expense, provided that any adjustments required shall be made and treated as set forth in Section 8.9(d). (e) If MGI or Chronimed fails to provide any information requested by the other party in the time specified herein, or if no time is specified pursuant to this Section 8.9, within a reasonable period, or otherwise fails to do any act required of it under this Section 8.9, then, notwithstanding any other provision of this Agreement, the party failing to provide the information shall indemnify Prices reasonable notice and hold the other party harmless from and against any and all costs, claims or damages, including, without limitation, all Taxes or deficiencies thereof, payable as a result opportunity to take possession of such failureReturns, books and records at the Prices' expense. (f) MGI and Chronimed shall cooperate with each other by providing any appropriate certificates or statements (such as a Minnesota resale exemption certificate) if needed for the Transfer of Assets to MGI hereunder or the Distribution to qualify for a Tax exemption or other provision making the transaction nontaxable.

Cooperation and Exchange of Information. (a) As soon The Purchasers shall, and shall cause the Transferred Subsidiaries to, deliver to the Seller all information (including IRS Form 1120 prepared on a separate basis in accordance with past practice, together with schedules, statements and supporting documentation) as practicable but the Seller may reasonably request from time to time, with respect to each of the Transferred Subsidiaries and the Transferred Assets for the preparation of the income Tax Returns of the Seller for calendar years 2001 and 2002. All information provided by the Purchasers and the Transferred Subsidiaries pursuant to this Section 5.9.6(a) shall correctly reflect, to the knowledge of the Purchasers or the relevant Transferred Subsidiary, as the case may be, the facts regarding the income, properties, operations and status of each of the Transferred Subsidiaries and the Transferred Assets, and shall be prepared in any event within sixty a manner consistent with (60i) days after Chronimedthe past practice of each such entity, and (ii) Section 2.6 of the Seller's request, from and after the Effective Date, MGI Disclosure Schedule. (b) The Purchasers shall provide Chronimed the Seller with such reasonable cooperation and shall deliver make available to Chronimed the Seller such information and data concerning the pre-Distribution Date operations of MGI Transferred Subsidiaries and the Transferred Assets and make available such knowledgeable employees of such entities the Transferred Subsidiaries as Chronimed the Seller may reasonably request, including providing and shall provide the Seller with reasonable access to any relevant Tax records or information and data required by Chronimed 's customary Tax accounting questionnaires, in order to enable Chronimed to complete and file all Returns which it may be required to file with respect to the operations and business of MGI through the Distribution Date or to respond to audits by any Taxing Authorities with respect to such operations and to otherwise enable Chronimed to satisfy its internal accounting, Tax and other legitimate requirementsPurchasers' possession. Such cooperation and information shall include without limitation provision of powers of attorney for the purpose of signing Returns and defending audits for the periods ending on or prior to the Distribution Date and MGI will promptly forward forwarding copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority which relate to Chronimed or its obligations hereunder the Transferred Subsidiaries and provide providing copies of all relevant Tax Returns, together with accompanying schedules and related workpaperswork papers, documents relating to rulings or other Determinations determinations by any Taxing Authority and any existing records concerning the ownership and Tax basis or property, of property which MGI the Purchasers and its Affiliates, if any, the Transferred Subsidiaries may possess. Chronimed The Purchasers, and the Transferred Subsidiaries shall furnish MGI make their employees and facilities available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. The Seller and its Affiliates shall provide the Purchasers with similar reasonable cooperation, information and data to the extent that the Seller or any of its cooperation Affiliates has such records and information in a manner comparable to that described its possession or such employees in this Section 8.9(a) for all pre-Distribution periodsits employ. (bc) For a period of ten (10) 10 years after the Distribution Date Closing Date, or such longer period as may be required by lawuntil expiration of the applicable statute of limitations if later, each of Chronimed the Seller, the Purchasers and MGI the Transferred Subsidiaries shall retain and not destroy or dispose of all Returns (including supporting materials)Tax Returns, books and records (including computer files) of, or with respect to its activities or Taxesto, the Transferred Subsidiaries and the Transferred Assets ("Retained Tax Documents") for all Pre-Closing Periods; provided, however, that (i) no party shall be required to retain any Retained Tax Documents for any taxable periods period ending on or prior before December 31, 1995 and (ii) either party shall be entitled to the Distribution Date. Thereafter, each of Chronimed or MGI shall not destroy or dispose of any Retained Tax Documents provided they have first offered such Returns, books or records unless it first offers such Returns, books and records Retained Tax Documents to the other party parties hereto in writing and the other party fails parties hereto fail to accept such offer within sixty (60) 60 days of its being made. (cd) MGI The Purchasers and Chronimed the Seller and their respective Affiliates shall cooperate in the preparation and filing of all Tax Returns relating in whole or in part to taxable periods ending on or before or including the Effective Closing Date that are required or Distribution Date. (d) Whenever Chronimed requested by the Seller to be filed after such date. In the case of any federal, state or MGI receives local or foreign Consolidated EXECUTION COPY -------------- Group Tax Returns, such cooperation shall also relate to any other taxable periods in writing from which one party hereto could reasonably require the IRS assistance of the other parties hereto in obtaining any necessary information. Such cooperation shall include furnishing prior years' Tax Returns or return preparation packages illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, and furnishing such other information within such party's possession requested by the party filing such Tax Returns as is relevant to their preparation; provided, however, that neither the Seller and its Subsidiaries and Affiliates nor the Purchasers and their Subsidiaries and Affiliates shall be required to provide any Person with any Consolidated Group Tax Return or copy thereof that includes the Seller or any other Taxing Authority notice of an adjustment which may give rise to a payment from its Affiliates or the other party under this Article VIII, Chronimed or MGI (as the case may be) shall give notice Purchasers and any of the adjustment to the other party within ten (10) days after the receipt of the notice. Chronimed 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, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for which it would be liable under this Article VIII. MGI 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 for which it would be liable under this Article VIII. If the Tax Audit relates to Taxes for which MGI would be liable under this Article VIII and for which Chronimed would be liable under this Article VIII, Chronimed shall control the Tax Audit subject to provisions of this Section 8.9(d). Chronimed and MGItheir Affiliates, as the case may be. To the extent that such Tax Returns would be required to be delivered but for the proviso in the preceding sentence, the Person that would be required to deliver such Tax Returns shall keep the other party duly informed and shall consult with each other with respect instead deliver pro forma Tax Returns relating solely to the resolution of any issue that would adversely affect the other party, and not settle any such issue, or file any amended Return relating to any such issue, without the consent of the affected party, which consent shall not unreasonably be withheld. Where consent to a settlement is withheld pursuant to this Section, the party controlling the audit or examination may nevertheless settle, continue or initiate any further proceedings at its own expense, provided that any adjustments required shall be made and treated as set forth in Section 8.9(d). (e) If MGI or Chronimed fails to provide any information requested by the other party in the time specified herein, or if no time is specified pursuant to this Section 8.9, within a reasonable period, or otherwise fails to do any act required of it under this Section 8.9, then, notwithstanding any other provision of this Agreement, the party failing to provide the information shall indemnify and hold the other party harmless from and against any and all costs, claims or damages, including, without limitation, all Taxes or deficiencies thereof, payable as a result of such failure. (f) MGI and Chronimed shall cooperate with each other by providing any appropriate certificates or statements (such as a Minnesota resale exemption certificate) if needed for the Transfer of Assets to MGI hereunder Transferred Subsidiaries or the Distribution to qualify for a Tax exemption or other provision making Transferred Assets, as the transaction nontaxablecase may be.

Cooperation and Exchange of Information. (a) Seller shall prepare and submit to Buyer, no later than three months after the Closing Date, 1998 and 1999 blank Return workpaper packages. Buyer shall, and shall cause the Company and each of its appropriate Subsidiaries to, prepare completely and accurately and submit to Seller, within three months of receipt, all information as Seller shall reasonably request in such Return workpaper packages. (b) As soon as practicable practicable, but in any event within sixty (60) 30 days after ChronimedSeller's request, from and after the Effective Closing Date, MGI Buyer shall provide Chronimed Seller with such cooperation and shall deliver to Chronimed Seller such information and data concerning the pre-Distribution Date Closing operations of MGI the Company and the Subsidiaries and make available such knowledgeable employees of such entities the Company and the Subsidiaries as Chronimed Seller may reasonably request, including providing the information and data required by Chronimed 's customary Tax accounting questionnaires, in order to enable Chronimed to complete and file all Returns which it may be required to file with respect to the operations and business of MGI through the Distribution Date or to respond to audits by any Taxing Authorities with respect to such operations and to otherwise enable Chronimed to satisfy its internal accounting, Tax and other legitimate requirements. Such cooperation and information shall include without limitation provision of powers of attorney for the purpose of signing Returns and defending audits for the periods ending on or prior to the Distribution Date and MGI will promptly forward copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority which relate to Chronimed or its obligations hereunder and provide copies of all relevant Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other Determinations by any Taxing Authority and records concerning the ownership and Tax basis or property, which MGI and its Affiliates, if any, may possess. Chronimed shall furnish MGI with its cooperation in a manner comparable to that described in this Section 8.9(a) for all pre-Distribution periods.and (bc) For a period of ten (10) 10 years after the Distribution Date or such longer period as may be required by lawClosing Date, each of Chronimed Buyer shall, and MGI shall cause the Company and the Subsidiaries to, retain and not destroy or dispose of all Returns (including supporting materials)Returns, books and records (including computer files) of, or with respect to its the activities or Taxesof, the Company and the Subsidiaries for all taxable periods ending on or prior to the Distribution Closing Date. Thereafter, each of Chronimed or MGI Buyer shall not destroy or dispose of any such Returns, books or records unless it first offers such Returns, books and records to the other party in writing UTC and the other party UTC fails to accept such offer within sixty (60) 60 days of its being made. (cd) MGI Buyer and Chronimed Seller shall, and shall cause their respective Affiliates shall subsidiaries to, cooperate in the preparation of all Returns relating in whole or in part to taxable periods ending on or before or including the Effective Closing Date or Distribution that are required to be filed after such date and all Returns for taxable periods beginning before the Closing Date and ending after the Closing Date; provided that Seller shall have the sole authority to determine the manner in which such Returns are prepared to the extent such determinations may affect the amount of Taxes for which Seller is liable. (de) Whenever Chronimed any taxing authority asserts a claim, makes an assessment, or MGI receives in writing from otherwise disputes the IRS amount of Taxes for which Seller or any other Taxing Authority notice of an adjustment which may give rise to a payment from the other party under this Article VIII, Chronimed or MGI (as the case may be) shall give notice of the adjustment to the other party within ten (10) days after the receipt of the notice. Chronimed Continuing Affiliates are liable, Buyer shall promptly inform UTC, and Seller and any such Continuing Affiliates shall have the right, at its own expense, right to control any audit resulting meetings, conferences or examination by proceedings and to determine whether and when to settle any Taxing Authority ("Tax Audit")such claim, initiate any claim for refund, contest, resolve and defend against any assessment, notice assessment or dispute to the extent such proceedings or determinations may affect the amount of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for which it would Seller or any of the Continuing Affiliates are liable. Neither Buyer, the Company nor any of their respective subsidiaries or Affiliates shall be liable under this Article VIII. MGI shall have the rightentitled to participate in any Tax audit, at its own expensedefense, to control any other Tax Auditlitigation, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, contest or other adjustment proceeding with respect to any consolidated, combined or proposed adjustment relating to Taxes for unitary Domestic Return which it would be liable under this Article VIII. includes any of the Seller or any subsidiary (other than the Company and the Subsidiaries) of the Seller. (f) If Buyer, the Tax Audit relates to Taxes for which MGI would be liable under this Article VIII and for which Chronimed would be liable under this Article VIII, Chronimed shall control Company or any of the Tax Audit subject to provisions of this Section 8.9(d). Chronimed and MGISubsidiaries, as the case may be, shall keep the other party duly informed and shall consult with each other with respect to the resolution of any issue that would adversely affect the other party, and not settle any such issue, or file any amended Return relating to any such issue, without the consent of the affected party, which consent shall not unreasonably be withheld. Where consent to a settlement is withheld pursuant to this Section, the party controlling the audit or examination may nevertheless settle, continue or initiate any further proceedings at its own expense, provided that any adjustments required shall be made and treated as set forth in Section 8.9(d). (e) If MGI or Chronimed fails to provide any information requested by the other party Seller in the time specified herein, or if no time is specified pursuant to this Section 8.97.6, within a reasonable period, as determined in good faith by Seller, or otherwise fails to do any act required of it under this Section 8.97.6, thenthen Buyer shall be obligated, notwithstanding any other provision of this Agreement, to indemnify the party failing to provide Seller Indemnified Parties and Buyer shall so indemnify the information shall indemnify Seller Indemnified Parties and hold the other party Seller Indemnified Parties harmless from and against any and all costs, claims or damages, including, without limitation, all Taxes or deficiencies thereof, payable as a result of such failure. (f) MGI and Chronimed shall cooperate with each other by providing any appropriate certificates or statements (such as a Minnesota resale exemption certificate) if needed for the Transfer of Assets to MGI hereunder or the Distribution to qualify for a Tax exemption or other provision making the transaction nontaxable.

Cooperation and Exchange of Information. (a) As soon as practicable but in any event within sixty (60) days after Chronimed's request, from and after the Effective Date, MGI The Buyer shall provide Chronimed the Stockholder with such cooperation and shall deliver to Chronimed the Stockholder such information and data concerning the pre-Distribution Date Closing operations of MGI SI and SGI and make available such knowledgeable employees of such entities as Chronimed the Stockholder may reasonably request, including providing the information and data required by Chronimed 's customary Tax accounting questionnaires, in order to enable Chronimed the Stockholder to complete and file all Tax Returns which it may be required to file with respect to the operations and business of MGI SI and SGI through the Distribution Closing Date or to respond to audits by any Taxing Authorities taxing authority or other Governmental Entity with respect to such operations and to otherwise enable Chronimed the Stockholder to satisfy its internal accounting, Tax tax and other legitimate requirements. Such cooperation and information shall include without limitation provision of powers of attorney for the purpose of signing Returns and defending audits for the periods ending on or prior to the Distribution Date and MGI will promptly forward copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority which relate to Chronimed or its obligations hereunder and provide copies of all relevant Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other Determinations by any Taxing Authority and records concerning the ownership and Tax basis or property, which MGI and its Affiliates, if any, may possess. Chronimed shall furnish MGI with its cooperation in a manner comparable to that described in this Section 8.9(a) for all pre-Distribution periods. (b) For a period of ten three (103) years after the Distribution Closing Date or such longer period as may be required by law, each of Chronimed the Buyer shall, and MGI shall cause SI and SGI to, retain and not destroy or dispose of all Tax Returns (including supporting materials), books and records (including computer files) of, or with respect to its the activities or TaxesTaxes of, SI and SGI for all taxable periods ending on or prior to, or which include, the Closing Date to the Distribution extent the Buyer, SI or SGI received or had possession of such records on the Closing Date. (c) For a period of three (3) years after the Closing Date or such longer period as may be required by law, the Stockholder shall retain and not destroy or dispose of all Tax Returns (including supporting materials), books and records (including computer files) of, or with respect to the activities or Taxes of, SI and SGI for all taxable periods ending on or prior to, or which include, the Closing Date to the extent the Stockholder did not deliver such records to the Buyer, SI or SGI. Thereafter, each of Chronimed or MGI the Stockholder shall not destroy or dispose of any such Tax Returns, books or records unless it first offers such Tax Returns, books and records to the other party Buyer in writing and the other party Buyer fails to accept such offer within sixty (60) days of its being made. (cd) MGI The Buyer and Chronimed and their respective Affiliates the Stockholder shall cooperate in the preparation of all Tax Returns for any Tax periods for which one party could reasonably require the assistance of the other party in obtaining any necessary information. Such cooperation shall include, but not be limited to, furnishing prior years' Tax Returns or return preparation packages illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, and furnishing such other information within such party's possession requested by the party filing such Tax Returns as is relevant to their preparation. Such cooperation and information also shall include without limitation provision of powers of attorney for the purpose of signing Tax Returns and defending audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any taxing authority or other Governmental Entity which relate to SI or SGI, and providing copies of all relevant Tax Returns, together with accompanying schedules and related workpapers, documents relating in whole to rulings or in part other determinations by any taxing authority or other Governmental Entity and records concerning the ownership and tax basis of property, which the requested party may possess. The Buyer, SI and SGI or the Stockholder shall make their respective employees and facilities available on a mutually convenient basis to taxable periods ending on provide explanation of any documents or before or including the Effective Date or Distribution Dateinformation provided hereunder. (de) Whenever Chronimed or MGI receives in writing from the IRS or any other Taxing Authority notice of an adjustment which may give rise to a payment from the other party under this Article VIII, Chronimed or MGI (as the case may be) shall give notice of the adjustment to the other party within ten (10) days after the receipt of the notice. Chronimed The Stockholder shall have the right, at its her own expense, to control any audit or examination by any Taxing Authority a taxing authority or other Governmental Entity ("Tax Audit"), initiate any claim for refund, 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 Closing Date with respect to SI or SGI. The Buyer, SI or SGI shall promptly notify the Stockholder of the initiation of any such Tax Audit, shall supply the Stockholder with all written communications received with respect to such Tax Audit and shall periodically report to the Stockholder any other developments of which it would be liable under this Article VIIIany of them become aware during the course of the Tax Audit. MGI The Buyer shall have the right, at its her 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 for with respect to SI or SGI; provided that, with respect to (i) any state, local or foreign Taxes for, or determined by reference to, any taxable period beginning before the Closing Date and ending after the Closing Date and (ii) any item the adjustment of which may cause the Stockholder to become obligated to make an indemnity payment pursuant to Section 6A.1 hereof, (w) the Buyer shall provide the Stockholder with the same information it would be liable under this Article VIII. If receive if it had the right to control the resolution of Tax Audit, (x) the Stockholder shall have the right to have a representative present throughout the Tax Audit relates and any subsequent proceeding, (y) the Stockholder shall have the right to Taxes for which MGI would be liable under this Article VIII and for which Chronimed would be liable under this Article VIII, Chronimed shall control the Tax Audit subject resolution of all questions having to provisions do with the effect of this the Section 8.9(d). Chronimed 338(h)(10) Elections which could have an adverse effect on the Stockholder unless it also has an adverse effect on the Buyer, SI or SGI, in which event, the Stockholder shall not settle such an issue without the consent of the Buyer, which consent shall not be unreasonably withheld, and MGI, as (z) the case may be, shall keep the other party duly informed and Buyer shall consult with each other the Stockholder with respect to the resolution of any other issue that would adversely affect the other partyStockholder, and not settle any such issue, or file any amended Return return relating to any such issue, without the consent of the affected partyStockholder, which consent shall not unreasonably be withheld. Where consent to a settlement is withheld pursuant to this Section, the party controlling the audit or examination may nevertheless settle, continue or initiate any further proceedings at its own expense, provided that any adjustments required shall be made and treated as set forth in Section 8.9(d). (ef) If MGI the Buyer, SI or Chronimed SGI (as the case may be) on the one hand, or the Stockholder on the other, fails to provide any information requested by the other party in the time specified herein, or if no time is specified pursuant to this Section 8.96A.6, within a reasonable period, or otherwise fails to do any act required of it under this Section 8.96A.6, thenthen the party failing to so provide the information or do such act shall be obligated, notwithstanding any other provision of this Agreement, to indemnify the party failing to provide requesting the information or act and shall so indemnify the requesting party and hold the other such party harmless from and against any and all costs, claims or damages, including, without limitation, all Taxes or deficiencies thereof, payable as a result of such failure. Notwithstanding the foregoing, the party that failed to deliver the information or do the act requested, shall in no event be obligated to make any payments pursuant to this Section 6A.6(f) or otherwise be liable, if such party used all reasonable commercial efforts to provide the requested information or perform the requested act on a timely basis. (f) MGI and Chronimed shall cooperate with each other by providing any appropriate certificates or statements (such as a Minnesota resale exemption certificate) if needed for the Transfer of Assets to MGI hereunder or the Distribution to qualify for a Tax exemption or other provision making the transaction nontaxable.

Cooperation and Exchange of Information. (a) As soon as practicable but in any event within sixty (60) days after Chronimed's The Parties shall cooperate with each other and furnish or cause to be furnished to each other, upon request, from and after the Effective Dateas promptly as practicable, MGI shall provide Chronimed with such cooperation and shall deliver to Chronimed such information (including access to books and data concerning records) and assistance relating to the pre-Distribution Date operations Company as is reasonably requested for the filing of MGI any Tax Returns, and make available such knowledgeable employees the preparation and conduct of such entities as Chronimed may reasonably requestany Tax Proceeding. Anything to the contrary in this Agreement notwithstanding, including providing the information and data required by Chronimed 's customary Tax accounting questionnaires, in order to enable Chronimed to complete and file all Returns which it may Seller shall not be required to file provide any person with respect any Tax Return (or copy thereof) of Seller or any consolidated, combined or unitary group that includes Seller or any of its Affiliates. (b) Seller and Purchaser shall, and Purchaser shall cause its Subsidiaries to, cooperate in the preparation of all Tax Returns that are required to be filed after the Closing Date relating to Pre-Closing Tax Periods or to Straddle Periods. (c) Purchaser shall promptly notify Seller upon receipt by Purchaser or any of its Affiliates of notice of any claim, assessment or dispute relating to any Tax Proceeding for which Seller has liability pursuant to Section 8.1(a) and shall promptly forward to Seller any written communications received from any Taxing Authority in connection with any such Tax Proceeding, provided, however, that a failure by Purchaser to give such notice will not affect 57 the Purchaser Tax Indemnitees’ right to indemnification pursuant to Section 8.1(a) except to the operations extent Seller is materially prejudiced as a consequence of such failure. (d) Each party shall retain all Tax Returns, schedules and business of MGI through the Distribution Date or to respond to audits by any Taxing Authorities with respect to such operations work papers, and to otherwise enable Chronimed to satisfy its internal accounting, Tax all material records and other legitimate requirements. Such cooperation and information shall include without limitation provision documents relating to Tax matters, of powers of attorney the relevant entities for the purpose of signing Returns and defending audits for the their respective Tax periods ending on or prior to the Distribution Closing Date until the later of (i) the expiration of the statute of limitations for the Tax periods to which the Tax Returns and MGI will promptly forward copies of appropriate notices and forms other documents relate, or other communications received from or sent to any Taxing Authority which relate to Chronimed or its obligations hereunder and provide copies of all relevant Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other Determinations by any Taxing Authority and records concerning (ii) either (8) years following the ownership and Tax basis or property, which MGI and its Affiliates, if any, may possess. Chronimed shall furnish MGI with its cooperation in a manner comparable to that described in this Section 8.9(adue date (without extension) for all pre-Distribution periods. (b) For a period of ten (10) years after the Distribution Date or such longer period as may be required by law, each of Chronimed and MGI shall retain and not destroy or dispose of all Returns (including supporting materials), books and records (including computer files) of, or with respect to its activities or Taxes, for all taxable periods ending on or prior to the Distribution DateTax Returns. Thereafter, each of Chronimed the party holding such Tax Returns or MGI shall not destroy or other documents may dispose of any such Returns, books or records unless it first offers such Returns, books and records to the other party in writing and the other party fails to accept such offer within sixty (60) days of its being madethem. (c) MGI and Chronimed 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 Date or Distribution Date. (d) Whenever Chronimed or MGI receives in writing from the IRS or any other Taxing Authority notice of an adjustment which may give rise to a payment from the other party under this Article VIII, Chronimed or MGI (as the case may be) shall give notice of the adjustment to the other party within ten (10) days after the receipt of the notice. Chronimed 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, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for which it would be liable under this Article VIII. MGI 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 for which it would be liable under this Article VIII. If the Tax Audit relates to Taxes for which MGI would be liable under this Article VIII and for which Chronimed would be liable under this Article VIII, Chronimed shall control the Tax Audit subject to provisions of this Section 8.9(d). Chronimed and MGI, as the case may be, shall keep the other party duly informed and shall consult with each other with respect to the resolution of any issue that would adversely affect the other party, and not settle any such issue, or file any amended Return relating to any such issue, without the consent of the affected party, which consent shall not unreasonably be withheld. Where consent to a settlement is withheld pursuant to this Section, the party controlling the audit or examination may nevertheless settle, continue or initiate any further proceedings at its own expense, provided that any adjustments required shall be made and treated as set forth in Section 8.9(d). (e) If MGI or Chronimed fails to provide any information requested by the other party in the time specified herein, or if no time is specified pursuant to this Section 8.9, within a reasonable period, or otherwise fails to do any act required of it under this Section 8.9, then, notwithstanding any other provision of this Agreement, the party failing to provide the information shall indemnify and hold the other party harmless from and against any and all costs, claims or damages, including, without limitation, all Taxes or deficiencies thereof, payable as a result of such failure. (f) MGI and Chronimed shall cooperate with each other by providing any appropriate certificates or statements (such as a Minnesota resale exemption certificate) if needed for the Transfer of Assets to MGI hereunder or the Distribution to qualify for a Tax exemption or other provision making the transaction nontaxable.

Cooperation and Exchange of Information. (a) As soon as practicable but Buyer shall have the right for a period of seven years following the Final Closing Date to have reasonable access to review such books, records and accounts, including financial and tax information, correspondence, production records, and other records of Seller relating to the Product Line, the Assets and Assumed Liabilities for the limited purposes of complying with its obligations under applicable laws and regulations, including financial reporting obligations, in all cases to the extent such books, records and accounts have not been destroyed in accordance with Seller’s document retention policy. Except in accordance with Seller’s document retention policy, Seller shall not destroy any event within sixty (60) days after Chronimed's requestsuch books, from and after records or accounts retained by it without first providing Buyer with the Effective opportunity to obtain or copy such books, records, or accounts. For a period of two years following the Initial Closing Date, MGI Seller shall provide Chronimed Buyer with such cooperation and shall deliver information as Buyer reasonably may request of Seller pursuant to Chronimed such information and data concerning the pre-Distribution Date operations of MGI and make available such knowledgeable employees of such entities as Chronimed may reasonably requestthis Section 6.11, including providing but not limited to making its employees available on a mutually convenient basis to provide explanation of any documents or information provided hereunder; provided, however, that in the information event any such request will exceed one hour, Buyer and data required by Chronimed 's customary Tax accounting questionnaires, in order to enable Chronimed to complete and file all Returns which it may be Seller shall agree on an appropriate hourly fee before Seller is required to file comply with respect to the operations and business of MGI through the Distribution Date or to respond to audits by any Taxing Authorities with respect to such operations and to otherwise enable Chronimed to satisfy its internal accounting, Tax and other legitimate requirements. Such cooperation and information shall include without limitation provision of powers of attorney for the purpose of signing Returns and defending audits for the periods ending on or prior to the Distribution Date and MGI will promptly forward copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority which relate to Chronimed or its obligations hereunder and provide copies of all relevant Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other Determinations by any Taxing Authority and records concerning the ownership and Tax basis or property, which MGI and its Affiliates, if any, may possess. Chronimed shall furnish MGI with its cooperation in a manner comparable to that described in this Section 8.9(a) for all pre-Distribution periodsrequest as set forth herein. (b) Seller shall have the right for a period of seven years following the Final Closing Date to have reasonable access to review such books and records of Seller constituting Assets transferred to Buyer pursuant to this Agreement, for the limited purposes of comply with its obligations under applicable laws and regulations, including financial reporting obligations, in all cases to the extent such books, records and accounts have not been destroyed in accordance with Buyer’s document retention policies in effect from time to time. Except in accordance with Buyer’s document retention policies in effect from time to time, Buyer shall not destroy any such books or records retained by it without first providing Seller with the opportunity to obtain or copy such books and records. For a period of ten (10) two years after following the Distribution Date or Initial Closing Date, Buyer shall provide Seller with such longer period cooperation and information as Seller reasonably may be required by law, each request of Chronimed and MGI shall retain and not destroy or dispose of all Returns (including supporting materials), books and records (including computer files) of, or with respect Buyer pursuant to its activities or Taxes, for all taxable periods ending on or prior to the Distribution Date. Thereafter, each of Chronimed or MGI shall not destroy or dispose of any such Returns, books or records unless it first offers such Returns, books and records to the other party in writing and the other party fails to accept such offer within sixty (60) days of its being madethis Section 6.11. (c) MGI and Chronimed and their respective Affiliates Promptly upon request by Buyer made at any time during the seven-year period following the Final Closing Date, Seller shall cooperate in authorize the preparation release to Buyer of all Returns relating in whole files pertaining to the Assets or in part to taxable periods ending on Assumed Liabilities held by any federal, state, county or before local authorities, agencies or including the Effective Date or Distribution Dateinstrumentalities. (d) Whenever Chronimed or MGI receives in writing from To induce Buyer to enter into this Agreement and consummate the IRS or any other Taxing Authority notice transactions provided for herein, Seller agrees that following the Initial Closing and until the Manufacturing Transfer has occurred, Seller shall cause each member of an adjustment which may give rise its senior management and engineering staff, including without limitation ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇, to a payment from make themselves available by telephone during normal business hours to consult with Buyer’s employees regarding the other party under this Article VIIIProduct Line, Chronimed or MGI (as the case may be) shall give notice Assets, and clinical performance of the adjustment to the other party within ten (10) days after the receipt of the notice. Chronimed 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, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for which it would be liable under this Article VIII. MGI 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 for which it would be liable under this Article VIII. If the Tax Audit relates to Taxes for which MGI would be liable under this Article VIII and for which Chronimed would be liable under this Article VIII, Chronimed shall control the Tax Audit subject to provisions of this Section 8.9(d). Chronimed and MGI, as the case may be, shall keep the other party duly informed and shall consult with each other with respect to the resolution of any issue that would adversely affect the other party, and not settle any such issue, or file any amended Return relating to any such issue, without the consent of the affected party, which consent shall not unreasonably be withheld. Where consent to a settlement is withheld pursuant to this Section, the party controlling the audit or examination may nevertheless settle, continue or initiate any further proceedings at its own expense, provided that any adjustments required shall be made and treated as set forth in Section 8.9(d). (e) If MGI or Chronimed fails to provide any information requested by the other party products in the time specified hereinProduct Line, or if for no time is specified pursuant to this Section 8.9, within a reasonable period, or otherwise fails to do any act required of it under this Section 8.9, then, notwithstanding any other provision of this Agreement, the party failing to provide the information shall indemnify and hold the other party harmless additional compensation from and against any and all costs, claims or damages, including, without limitation, all Taxes or deficiencies thereof, payable as a result of such failureBuyer. (f) MGI and Chronimed shall cooperate with each other by providing any appropriate certificates or statements (such as a Minnesota resale exemption certificate) if needed for the Transfer of Assets to MGI hereunder or the Distribution to qualify for a Tax exemption or other provision making the transaction nontaxable.

Cooperation and Exchange of Information. (a) As soon as practicable but The Parties and their respective Affiliates shall reasonably cooperate in the preparation of all Tax Returns for any event within sixty (60) days after Chronimed's request, from and after Tax periods for which one Party could reasonably require the Effective Date, MGI shall provide Chronimed with such cooperation and shall deliver to Chronimed such information and data concerning assistance of the pre-Distribution Date operations of MGI and make available such knowledgeable employees of such entities as Chronimed may other Party in obtaining any reasonably request, including providing the information and data required by Chronimed 's customary Tax accounting questionnaires, in order to enable Chronimed to complete and file all Returns which it may be required to file with respect to the operations and business of MGI through the Distribution Date or to respond to audits by any Taxing Authorities with respect to such operations and to otherwise enable Chronimed to satisfy its internal accounting, Tax and other legitimate requirementsrelevant information. Such cooperation and information shall include without limitation provision of powers of attorney for the purpose of signing Tax Returns and defending audits for the periods ending on or prior to the Distribution Date and MGI will promptly forward forwarding copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority which relate to Chronimed any of the Company or its obligations hereunder Subsidiaries, and provide providing copies of all relevant Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other Determinations determinations by any Taxing Authority and records concerning the ownership and Tax tax basis or of property, which MGI and its Affiliates, if any, the party receiving the request may possess. Chronimed The Parties and their respective Affiliates shall furnish MGI make their respective employees and facilities available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. The Parties shall coordinate to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed on the Company (including with its cooperation in a manner comparable respect to that described in this Section 8.9(a) for all pre-Distribution periodsthe Contemplated Transactions). (b) For The Company and its Subsidiaries shall retain all Tax Returns, books and records (including computer files) of, or with respect to the activities of, the Company and its Subsidiaries for all taxable periods ending after the Closing Date for a period of at least ten (10) years after the Distribution filing of the Tax Return for such taxable period. (c) For a period of six (6) years after the Closing Date or such longer period as may be required by law, each of Chronimed CBC and MGI M▇▇▇▇▇ or their respective Affiliates shall retain (and not destroy or dispose of of) all Tax Returns (including supporting materials), books and records (including computer files) of, or with respect to its activities the Taxes of, their respective portions of the M▇▇▇▇▇ Business or Taxes, the Coors Business (as the case may be) for all taxable periods ending on or prior to the Distribution DateClosing Date to the extent CBC, M▇▇▇▇▇ or their respective Affiliates held such items on the Closing Date and did not deliver such records to the Company or any Subsidiary of the Company. ThereafterAfter such retention period, each of Chronimed or MGI CBC, M▇▇▇▇▇ and their respective Affiliates shall not destroy or dispose of any such Returns, Tax Returns or books or records unless it they first offers offer in writing such Returns, Tax Returns or books and records to the other party in writing Company and the other party Company fails to accept such offer within sixty (60) 30 days of its being made. (c) MGI and Chronimed 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 Date or Distribution Date. (d) Whenever Chronimed or MGI receives in writing from the IRS or any other Taxing Authority notice of an adjustment which may give rise to a payment from the other party under this Article VIII, Chronimed or MGI (as the case may be) shall give notice of the adjustment to the other party within ten (10) days after the receipt of the notice. Chronimed 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, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for which it would be liable under this Article VIII. MGI 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 for which it would be liable under this Article VIII. If the Tax Audit relates to Taxes for which MGI would be liable under this Article VIII and for which Chronimed would be liable under this Article VIII, Chronimed shall control the Tax Audit subject to provisions of this Section 8.9(d). Chronimed and MGI, as the case may be, shall keep the other party duly informed and shall consult with each other with respect to the resolution of any issue that would adversely affect the other party, and not settle any such issue, or file any amended Return relating to any such issue, without the consent of the affected party, which consent shall not unreasonably be withheld. Where consent to a settlement is withheld pursuant to this Section, the party controlling the audit or examination may nevertheless settle, continue or initiate any further proceedings at its own expense, provided that any adjustments required shall be made and treated as set forth in Section 8.9(d). (e) If MGI or Chronimed fails to provide any information requested by the other party in the time specified herein, or if no time is specified pursuant to this Section 8.9, within a reasonable period, or otherwise fails to do any act required of it under this Section 8.9, then, notwithstanding any other provision of this Agreement, the party failing to provide the information shall indemnify and hold the other party harmless from and against any and all costs, claims or damages, including, without limitation, all Taxes or deficiencies thereof, payable as a result of such failure. (f) MGI and Chronimed shall cooperate with each other by providing any appropriate certificates or statements (such as a Minnesota resale exemption certificate) if needed for the Transfer of Assets to MGI hereunder or the Distribution to qualify for a Tax exemption or other provision making the transaction nontaxable.

Cooperation and Exchange of Information. (a) As soon as practicable practicable, but in any event within sixty (60) 30 days after ChronimedSeller's request, from and after the Effective Closing Date, MGI Buyer shall provide Chronimed Seller with such cooperation and shall deliver to Chronimed Seller such information and data concerning the pre-Distribution Date Closing operations of MGI the Business and make available such knowledgeable employees of such entities the Business as Chronimed Seller may reasonably request, including providing the information and data required by Chronimed Seller's customary Tax and accounting questionnaires, in order to enable Chronimed Seller to complete and file all Returns which it may be required to file with respect to the operations and business of MGI the Business through the Distribution Closing Date or to respond to audits by any Taxing Authorities with respect to such operations and to otherwise enable Chronimed to satisfy its internal accounting, Tax and other legitimate requirementsoperations. Such cooperation and information shall include without limitation provision of powers of attorney for the purpose of signing Returns and defending audits for the periods ending on or prior to the Distribution Date and MGI will promptly forward forwarding copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority which relate to Chronimed or its obligations hereunder the Business, and provide providing copies of all relevant Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other Determinations determinations by any Taxing Authority and records concerning the ownership and Tax basis or of property, which MGI Buyer and its Affiliates, if any, the Transferred Subsidiaries may possess. Chronimed shall furnish MGI with its cooperation in a manner comparable to that described in this Section 8.9(a) for all pre-Distribution periods. (b) For a period of ten (10) years after the Distribution Closing Date or such longer period as may be required by law, each of Chronimed and MGI shall retain and not destroy or dispose of all Returns law (including supporting materialsany period during which any applicable statute of limitations for the assessment or collection of any Taxes remain open, whether by waiver or otherwise), Buyer shall, and shall cause the Transferred Subsidiaries to, retain, and neither destroy nor dispose of, all Returns, books and records (including computer files) of, or with respect to its the activities or Taxesof, the Business for all taxable periods ending on or prior to the Distribution DateClosing Date and to make such books and records available to Seller on a reasonable basis. Thereafter, each of Chronimed or MGI Buyer shall not destroy or dispose of any such Returns, books or records unless it first offers such Returns, books and records to the other party Seller in writing and the other party Seller fails to accept such offer within sixty (60) 60 days of its being made. (c) MGI Buyer and Chronimed Seller and their respective Affiliates shall cooperate (and make available knowledgeable employees) in the preparation of all Returns relating relating, in whole or in part part, to taxable periods ending on or before or including the Effective 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 Distribution Date. (d) Whenever Chronimed Return preparation packages illustrating previous reporting practices or MGI receives in writing from containing historical information relevant to the IRS 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 state, local or foreign joint, consolidated, combined, unitary or group relief system Returns, such cooperation shall also relate to any other Taxing Authority notice taxable periods in which one party could reasonably require the assistance of an adjustment which may give rise to a payment from the other party under this Article VIII, Chronimed or MGI (as the case may be) shall give notice of the adjustment to the other party within ten (10) days after the receipt of the notice. Chronimed 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, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for which it would be liable under this Article VIII. MGI 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 for which it would be liable under this Article VIII. If the Tax Audit relates to Taxes for which MGI would be liable under this Article VIII and for which Chronimed would be liable under this Article VIII, Chronimed shall control the Tax Audit subject to provisions of this Section 8.9(d). Chronimed and MGI, as the case may be, shall keep the other party duly informed and shall consult with each other with respect to the resolution of any issue that would adversely affect the other party, and not settle any such issue, or file any amended Return relating to any such issue, without the consent of the affected party, which consent shall not unreasonably be withheld. Where consent to a settlement is withheld pursuant to this Section, the party controlling the audit or examination may nevertheless settle, continue or initiate any further proceedings at its own expense, provided that any adjustments required shall be made and treated as set forth in Section 8.9(d). (e) If MGI or Chronimed fails to provide any information requested by the other party in the time specified herein, or if no time is specified pursuant to this Section 8.9, within a reasonable period, or otherwise fails to do obtaining any act required of it under this Section 8.9, then, notwithstanding any other provision of this Agreement, the party failing to provide the information shall indemnify and hold the other party harmless from and against any and all costs, claims or damages, including, without limitation, all Taxes or deficiencies thereof, payable as a result of such failurenecessary information. (f) MGI and Chronimed shall cooperate with each other by providing any appropriate certificates or statements (such as a Minnesota resale exemption certificate) if needed for the Transfer of Assets to MGI hereunder or the Distribution to qualify for a Tax exemption or other provision making the transaction nontaxable.

Cooperation and Exchange of Information. (a) Seller shall prepare and submit to Buyer, no later than three months after the Closing Date, 1998 and 1999 blank Return workpaper packages. Buyer shall, and shall cause the Company and each of its appropriate Subsidiaries to, prepare completely and accurately and submit to Seller, within three months of receipt, all information as Seller shall reasonably request in such Return workpaper packages. (b) As soon as practicable practicable, but in any event within sixty (60) 30 days after ChronimedSeller's request, from and after the Effective Closing Date, MGI Buyer shall provide Chronimed Seller or UTC with such cooperation and shall deliver to Chronimed Seller or UTC such information and data concerning the pre-Distribution Date Closing operations of MGI the Company and the Subsidiaries and make available such knowledgeable employees of such entities the Company and the Subsidiaries as Chronimed Seller or UTC may reasonably request, including providing the information and data required by Chronimed Seller's customary Tax and accounting questionnaires, in order to enable Chronimed Seller or UTC to complete and file all Returns which it they may be required to file with respect to the operations and business of MGI the Company and the Subsidiaries through the Distribution Closing Date or to respond to audits by any Taxing Authorities taxing authorities with respect to such operations operations, and to otherwise enable Chronimed Seller or UTC to satisfy its their internal accounting, Tax and other legitimate requirements. Such cooperation and information shall include include, without limitation provision limitation, designation of powers an officer of attorney Seller or UTC as an officer of any of the Company or any of the Subsidiaries for the purpose of signing Returns and defending audits for the periods ending on or prior to the Distribution Date and MGI will promptly forward forwarding copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority taxing authority which relate to Chronimed the Company or its obligations hereunder the Subsidiaries, and provide providing copies of all relevant Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other Determinations determinations by any Taxing Authority taxing authorities, including, without limitation, foreign taxing authorities, and records concerning the ownership and Tax tax basis or of property, which MGI and its AffiliatesBuyer, if any, the Company or the Subsidiaries may possess. Chronimed Each of Buyer, the Company and the Subsidiaries shall furnish MGI with make its cooperation in employees and facilities available on a manner comparable mutually convenient basis to that described in this Section 8.9(a) for all pre-Distribution periodsprovide explanation of any documents or information provided hereunder. (bc) For a period of ten (10) 10 years after the Distribution Date or such longer period as may be required by lawClosing Date, each of Chronimed Buyer shall, and MGI shall cause the Company and the Subsidiaries to, retain and not destroy or dispose of all Returns (including supporting materials)Returns, books and records (including computer files) of, or with respect to its the activities or Taxesof, the Company and the Subsidiaries for all taxable periods ending on or prior to the Distribution Closing Date. Thereafter, each of Chronimed or MGI Buyer shall not destroy or dispose of any such Returns, books or records unless it first offers such Returns, books and records to the other party in writing Seller and the other party fails UTC and Seller and UTC fail to accept such offer within sixty (60) 60 days of its being made. (cd) MGI Buyer and Chronimed Seller shall, and shall cause their respective Affiliates shall subsidiaries to, cooperate in the preparation of all Returns relating in whole or in part to taxable periods ending on or before or including the Effective Closing Date or Distribution that are required to be filed after such date and all Returns for taxable periods beginning before the Closing Date and ending after the Closing Date; provided that Seller shall have the sole authority to determine the manner in which such Returns are prepared to the extent such determinations may affect the amount of Taxes for which Seller is liable. (de) Whenever Chronimed or MGI receives in writing from the IRS or any other Taxing Authority notice of taxing authority asserts a claim, makes an adjustment which may give rise to a payment from the other party under this Article VIII, Chronimed or MGI (as the case may be) shall give notice of the adjustment to the other party within ten (10) days after the receipt of the notice. Chronimed 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, contest, resolve and defend against any assessment, notice or otherwise disputes the amount of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for which it would be liable under this Article VIII. MGI Seller or any of the Continuing Affiliates or UTC or any of its Affiliates are liable, Buyer shall have the right, at its own expense, to control any other Tax Audit, initiate any other claim for refundpromptly inform UTC and Seller, and contest, resolve Seller and defend against any other assessment, notice such Continuing Affiliates or UTC and any of deficiency, or other adjustment or proposed adjustment relating to Taxes for which it would be liable under this Article VIII. If the Tax Audit relates to Taxes for which MGI would be liable under this Article VIII and for which Chronimed would be liable under this Article VIII, Chronimed shall control the Tax Audit subject to provisions of this Section 8.9(d). Chronimed and MGIits Affiliates, as the case may be, shall keep have the other party duly informed right to control any resulting meetings, conferences or proceedings and shall consult with each other with respect to the resolution of any issue that would adversely affect the other party, determine whether and not when to settle any such issueclaim, assessment or file dispute to the extent such proceedings or determinations may affect the amount of Taxes for which Seller or any amended Return relating to any such issue, without the consent of the affected party, which consent shall not unreasonably be withheldContinuing Affiliates or UTC or any of its Affiliates are liable. Where consent to a settlement is withheld pursuant to this SectionNone of Buyer, the party controlling the audit Company or examination may nevertheless settle, continue any of their respective subsidiaries or initiate any further proceedings at its own expense, provided that any adjustments required Affiliates shall be made and treated as set forth entitled to participate in Section 8.9(d). (e) If MGI or Chronimed fails to provide any information requested by the other party in the time specified hereinTax audit, or if no time is specified pursuant to this Section 8.9, within a reasonable period, or otherwise fails to do any act required of it under this Section 8.9, then, notwithstanding any other provision of this Agreement, the party failing to provide the information shall indemnify and hold the other party harmless from and against any and all costs, claims or damages, including, without limitation, all Taxes or deficiencies thereof, payable as a result of such failure. (f) MGI and Chronimed shall cooperate with each other by providing any appropriate certificates or statements (such as a Minnesota resale exemption certificate) if needed for the Transfer of Assets to MGI hereunder or the Distribution to qualify for a Tax exemption or other provision making the transaction nontaxable.defense,

Cooperation and Exchange of Information. (a) Seller shall prepare and submit to Parent no later than three months after the Closing Date, 1997 blank tax return workpaper packages for Tax Returns for which Parent has responsibility to prepare pursuant to Section 7.3. Parent shall and shall cause each of the Companies and the Subsidiaries to prepare completely and accurately and to submit to Seller within three months of receipt all information as Seller shall reasonably request in such tax return workpaper packages. (b) As soon as practicable practicable, but in any event within sixty (60) 30 days after ChronimedSeller's request, from and after the Effective Closing Date, MGI Parent shall provide Chronimed Seller with such cooperation and shall deliver to Chronimed Seller such information and data concerning the pre-Distribution Date Closing operations of MGI each of the Companies and the Subsidiaries and make available such knowledgeable employees of such entities the Companies and the Subsidiaries as Chronimed Seller may reasonably request, including providing the information and data required by Chronimed Seller's customary Tax tax and accounting questionnaires, in order to enable Chronimed Seller to complete and file all Returns which it may be required to file with respect to the operations and business of MGI each of the Companies and the Subsidiaries through the Distribution Closing Date or to respond to audits by any Taxing Authorities with respect to such operations and to otherwise enable Chronimed Seller to satisfy its internal accounting, Tax tax and other legitimate requirements. Such cooperation and information shall include without limitation provision of powers of attorney for the purpose of signing Returns and defending audits for the periods ending on or prior to the Distribution Date and MGI will promptly forward forwarding copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority which relate to Chronimed or its obligations hereunder each of the Companies and provide the Subsidiaries, and providing copies of all relevant Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other Determinations determinations by any Taxing Authority and records concerning the ownership and Tax tax basis or of property, which MGI Parent, the Companies and its Affiliates, if any, the Subsidiaries may possess. Chronimed Parent, the Companies and the Subsidiaries shall furnish MGI with its cooperation in make their employees and facilities available on a manner comparable mutually convenient basis to that described in this Section 8.9(a) for all pre-Distribution periods. (b) For a period of ten (10) years after the Distribution Date or such longer period as may be required by law, each of Chronimed and MGI shall retain and not destroy or dispose of all Returns (including supporting materials), books and records (including computer files) of, or with respect to its activities or Taxes, for all taxable periods ending on or prior to the Distribution Date. Thereafter, each of Chronimed or MGI shall not destroy or dispose provide explanation of any such Returns, books documents or records unless it first offers such Returns, books and records to the other party in writing and the other party fails to accept such offer within sixty (60) days of its being madeinformation provided hereunder. (c) MGI Parent and Chronimed 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 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 Distribution Date.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 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 one party could reasonably require the assistance of the other party in obtaining any necessary information. 29 (d) Whenever Chronimed or MGI receives in writing from the IRS or any other Taxing Authority notice of an adjustment which may give rise to a payment from the other party under this Article VIII, Chronimed or MGI (as the case may be) shall give notice of the adjustment to the other party within ten (10) days after the receipt of the notice. Chronimed 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, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating which in any such case relates to any and all Taxes for which it would Seller is liable pursuant to Section 7.6, with respect to each of the Companies and the Subsidiaries; provided, however, that no claim, contest or settlement shall be liable under this Article VIIIresolved by Seller if such claim, contest, or settlement could reasonably be expected to have a material adverse effect on such Companies or Subsidiaries after the Closing. MGI 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 adjustment; provided, however, any such resolution shall not have a material adverse effect on the Seller. Seller shall furnish Parent and each of the Companies and the Subsidiaries with its cooperation in a manner comparable to Taxes for which it would be liable under this Article VIII. If that described in Section 7.5(b) hereof to effect the Tax Audit relates to Taxes for which MGI would be liable under this Article VIII and for which Chronimed would be liable under this Article VIII, Chronimed shall control the Tax Audit subject to provisions purposes of this Section 8.9(d). Chronimed and MGI, as the case may be, shall keep the other party duly informed and shall consult with each other with respect to the resolution of any issue that would adversely affect the other party, and not settle any such issue, or file any amended Return relating to any such issue, without the consent of the affected party, which consent shall not unreasonably be withheld. Where consent to a settlement is withheld pursuant to this Section, the party controlling the audit or examination may nevertheless settle, continue or initiate any further proceedings at its own expense, provided that any adjustments required shall be made and treated as set forth in Section 8.9(d7.5(d). (e) If MGI or Chronimed fails to provide any information requested by the other party in the time specified herein, or if no time is specified pursuant to this Section 8.9, within a reasonable period, or otherwise fails to do any act required of it under this Section 8.9, then, notwithstanding any other provision of this Agreement, the party failing to provide the information shall indemnify and hold the other party harmless from and against any and all costs, claims or damages, including, without limitation, all Taxes or deficiencies thereof, payable as a result of such failure. (f) MGI and Chronimed shall cooperate with each other by providing any appropriate certificates or statements (such as a Minnesota resale exemption certificate) if needed for the Transfer of Assets to MGI hereunder or the Distribution to qualify for a Tax exemption or other provision making the transaction nontaxable.

Cooperation and Exchange of Information. Upon the terms set forth in SECTIONs 5.04 and 5.08, the Seller and the Purchaser will (aand Purchaser will cause the Seller Subsidiaries to) As soon as practicable but in any event within sixty (60) days after Chronimed's request, from and after provide the Effective Date, MGI shall provide Chronimed other with such cooperation and shall deliver information as they reasonably may request in filing any Tax Return, amended return or claim for refund, determining a liability for Taxes or a right to Chronimed such information and data concerning the pre-Distribution Date operations a refund of MGI and make available such knowledgeable employees Taxes, or participating in or conducting any audit or other proceeding in respect of such entities as Chronimed may reasonably request, including providing the information and data required by Chronimed 's customary Tax accounting questionnaires, in order to enable Chronimed to complete and file all Returns which it may be required to file with respect to the operations and business of MGI through the Distribution Date or to respond to audits by any Taxing Authorities with respect to such operations and to otherwise enable Chronimed to satisfy its internal accounting, Tax and other legitimate requirementsTaxes. Such cooperation and information shall include without limitation provision of powers of attorney for the purpose of signing Returns and defending audits for the periods ending on or prior to the Distribution Date and MGI will promptly forward providing copies of appropriate notices and forms relevant Tax Returns or other communications received from or sent to any Taxing Authority which relate to Chronimed or its obligations hereunder and provide copies of all relevant Returnsportions thereof, together with accompanying schedules schedules, related work papers and related workpapers, documents relating to rulings or other Determinations determinations by any Taxing Authority Governmental Authorities. The Seller and records concerning Purchaser shall (and Purchaser shall cause the ownership and Tax basis or property, which MGI and Seller Subsidiaries to) make its Affiliates, respective employees (if any) available on a basis mutually convenient to provide explanations of any documents or information provided hereunder. Each of the Seller and the Purchaser shall (and Purchaser shall cause the Seller Subsidiaries to) retain all Tax Returns, may possess. Chronimed shall furnish MGI with schedules and work papers, records and other documents in its cooperation in a manner comparable possession relating to that described in this Section 8.9(a) Tax matters of the Seller and the Seller Subsidiaries for each taxable period first ending after the Closing Date and for all pre-Distribution periods. (b) For a period of ten (10) years after the Distribution Date or such longer period as may be required by law, each of Chronimed and MGI shall retain and not destroy or dispose of all Returns (including supporting materials), books and records (including computer files) of, or with respect to its activities or Taxes, for all prior taxable periods ending on or prior until the later of (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the Distribution Date. Thereafter, each of Chronimed or MGI shall not destroy or dispose of any such Returns, books or records unless it first offers such Returns, books and records to extent notified by the other party in writing of such extensions for the respective Tax periods or (ii) six years following the due date (without extension) for such Tax Returns. Before Purchaser or the Seller Subsidiaries shall dispose of any of such books and records, at least ninety (90) calendar days' prior written notice to such effect shall be given by Purchaser to the Seller, and the other party fails to accept such offer within sixty (60) days of its being made. (c) MGI and Chronimed and their respective Affiliates Seller 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 Date or Distribution Date. (d) Whenever Chronimed or MGI receives in writing from the IRS or any other Taxing Authority notice of be given an adjustment which may give rise to a payment from the other party under this Article VIII, Chronimed or MGI (as the case may be) shall give notice of the adjustment to the other party within ten (10) days after the receipt of the notice. Chronimed shall have the rightopportunity, at its own cost and expense, to control remove and retain all or any part of such books and records as the Seller may select. Any information obtained under this SECTION 6.08 shall be kept confidential in accordance with SECTION 5.09 except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an 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 adjustment or proposed adjustment relating to any and all Taxes for which it would be liable under this Article VIII. MGI 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 for which it would be liable under this Article VIII. If the Tax Audit relates to Taxes for which MGI would be liable under this Article VIII and for which Chronimed would be liable under this Article VIII, Chronimed shall control the Tax Audit subject to provisions of this Section 8.9(d). Chronimed and MGI, as the case may be, shall keep the other party duly informed and shall consult with each other with respect to the resolution of any issue that would adversely affect the other party, and not settle any such issue, or file any amended Return relating to any such issue, without the consent of the affected party, which consent shall not unreasonably be withheld. Where consent to a settlement is withheld pursuant to this Section, the party controlling the audit or examination may nevertheless settle, continue or initiate any further proceedings at its own expense, provided that any adjustments required shall be made and treated as set forth in Section 8.9(d)proceeding. (e) If MGI or Chronimed fails to provide any information requested by the other party in the time specified herein, or if no time is specified pursuant to this Section 8.9, within a reasonable period, or otherwise fails to do any act required of it under this Section 8.9, then, notwithstanding any other provision of this Agreement, the party failing to provide the information shall indemnify and hold the other party harmless from and against any and all costs, claims or damages, including, without limitation, all Taxes or deficiencies thereof, payable as a result of such failure. (f) MGI and Chronimed shall cooperate with each other by providing any appropriate certificates or statements (such as a Minnesota resale exemption certificate) if needed for the Transfer of Assets to MGI hereunder or the Distribution to qualify for a Tax exemption or other provision making the transaction nontaxable.

Cooperation and Exchange of Information. (a) Sellers shall prepare and submit to Buyer no later than three months after the Closing Date, 1998 blank tax return workpaper packages. Buyer shall and shall cause each of the Companies and the Subsidiaries to prepare completely and accurately and to submit to the Sellers within three months of receipt all information as Sellers shall reasonably request in such tax return workpaper packages. (b) As soon as practicable practicable, but in any event within sixty (60) 30 days after Chronimed's request, from and after the Effective Closing Date, MGI Buyer shall provide Chronimed Sellers, or Sellers shall provide Buyer, respectively, with such cooperation and shall deliver to Chronimed the Sellers or Buyer, respectively, such information and data concerning the pre-Distribution Date Closing operations of MGI each of the Companies, the Subsidiaries and the Affiliates of the Companies and the Subsidiaries and make available such knowledgeable employees or representatives of such entities the Sellers, the Companies, the Subsidiaries and the Affiliates of the Sellers, the Companies and the Subsidiaries as Chronimed Sellers, or Buyer, may reasonably request, including providing the information and data required by Chronimed 's customary Tax accounting questionnaires, in order to enable Chronimed Sellers, or Buyer, respectively, to complete and file all Returns which it they may be required to file with respect to the operations and business of MGI through each of the Distribution Date Companies, the Subsidiaries and the Affiliates of the Companies and the Subsidiaries or to respond to audits by any Taxing Authorities with respect to such operations and to otherwise enable Chronimed to satisfy its internal accounting, Tax and other legitimate requirements. Such cooperation and information shall include without limitation provision of powers of attorney for the purpose of signing Returns and defending audits for the periods ending on or prior to the Distribution Date and MGI will promptly forward copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority which relate to Chronimed or its obligations hereunder and provide copies of all relevant Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other Determinations by any Taxing Authority and records concerning the ownership and Tax basis or property, which MGI and its Affiliates, if any, may possess. Chronimed shall furnish MGI with its cooperation in a manner comparable to that described in this Section 8.9(a) for all pre-Distribution periods. (b) For a period of ten (10) years after the Distribution Date or such longer period as may be required by law, each of Chronimed and MGI shall retain and not destroy or dispose of all Returns (including supporting materials), books and records (including computer files) of, or with respect to its activities or Taxes, for all taxable periods ending on or prior to the Distribution Date. Thereafter, each of Chronimed or MGI shall not destroy or dispose of any such Returns, books or records unless it first offers such Returns, books and records to the other party in writing and the other party fails to accept such offer within sixty (60) days of its being madeoperations. (c) MGI Buyer and Chronimed Sellers 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 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 Distribution Datereturn preparation packages illustrating previous reporting practices or containing historical information relevant to the prepa- ration 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. (d) Whenever Chronimed or MGI receives in writing from the IRS or any other Taxing Authority notice of an adjustment which may give rise to a payment from the other party under this Article VIII, Chronimed or MGI (as the case may be) shall give notice of the adjustment to the other party within ten (10) days after the receipt of the notice. Chronimed The Designated Representative shall have the rightright to control, at its own expensethe expense of the Designated Representative, to control any audit or examination by any Taxing Authority (a "Tax Audit"), initiate any claim for refundrefund (except to the extent such claim arises by reason of a net operating loss, credit or other Tax benefit arising after the Closing) and contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating adjustment, in each case, with respect to any taxable period that ends on or before the Closing Date; provided, however, that (i) the Designated Representative shall provide Buyer with a timely and all Taxes for reasonably detailed account of each stage of such Tax Audit or other proceeding, (ii) the Designated Representative shall consult with Buyer before taking any significant action in connection with such Tax Audit or other proceeding, (iii) the Designated Representative shall consult with Buyer and offer Buyer an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Audit or other proceeding, (iv) the Designated Representative shall defend such Tax Audit diligently and in good faith as if the Designated Representative were the only party in interest in connection with such Tax Audit or other proceeding and (v) the Designated Representative shall not settle, compromise or abandon any such Tax Audit or other proceeding without obtaining the prior written consent, which it would consent shall not be liable under this Article VIIIunreasonably withheld, of Buyer if such settlement, compromise or abandonment could have an adverse impact on Buyer. MGI Buyer shall have the right, at its own expense, right to control any other Tax Audit, initiate any other claim for refundAudit or proceeding. Sellers shall furnish Buyer, and contestBuyer shall furnish Sellers, resolve and defend against Buyer and Sellers shall each furnish each of the Companies, the Subsidiaries and the Affiliates of the Company and the Subsidiaries, with their complete cooperation, respectively, in connection with any other assessment, notice of deficiency, Tax Audit or other adjustment or proposed adjustment relating to Taxes for which it would be liable under this Article VIIIproceeding. If the Any Tax Audit relates to Taxes for which MGI would be liable under this Article VIII and for which Chronimed would be liable under this Article VIII, Chronimed shall control the Tax Audit subject to provisions of this Section 8.9(d). Chronimed and MGI, as the case may be, shall keep the or other party duly informed and shall consult with each other proceeding with respect to the resolution of any issue that would adversely affect the other party, and not settle any such issue, or file any amended Return relating to any such issue, without the consent of the affected party, which consent shall not unreasonably be withheld. Where consent to a settlement is withheld pursuant to this Section, the party controlling the audit or examination may nevertheless settle, continue or initiate any further proceedings at its own expense, provided that any adjustments required more than one taxable period shall be made and treated as set forth in Section 8.9(d)a separate Tax Audit or proceeding for each such taxable period. (e) If MGI or Chronimed fails to provide any information requested by the other party in the time specified herein, or if no time is specified pursuant to this Section 8.9, within a reasonable period, or otherwise fails to do any act required of it under this Section 8.9, then, notwithstanding any other provision of this Agreement, the party failing to provide the information shall indemnify and hold the other party harmless from and against any and all costs, claims or damages, including, without limitation, all Taxes or deficiencies thereof, payable as a result of such failure. (f) MGI and Chronimed shall cooperate with each other by providing any appropriate certificates or statements (such as a Minnesota resale exemption certificate) if needed for the Transfer of Assets to MGI hereunder or the Distribution to qualify for a Tax exemption or other provision making the transaction nontaxable.

Cooperation and Exchange of Information. (a) The Parties shall cooperate with one another with respect to Tax matters. As soon as practicable practicable, but in any event within sixty thirty (6030) days after Chronimed's requestrequest by Parent or LLC, from and after the Effective Closing Date, MGI Newco shall provide Chronimed Parent or LLC with such cooperation and shall deliver to Chronimed Parent or LLC such information and data concerning the pre-Distribution Date operations of MGI the Contributed Businesses and make available such knowledgeable employees of such entities the Contributed Businesses as Chronimed Parent or LLC may reasonably request, including providing the information and data required by Chronimed 's customary Tax accounting questionnaires, in order to enable Chronimed Parent or LLC to complete and file all Returns which it or any of its Subsidiaries may be required to file with respect to the operations and business of MGI through the Distribution Date Contributed Businesses or to respond to audits by any Taxing Authorities with respect to such operations and to otherwise enable Chronimed Parent or LLC to satisfy its internal accounting, Tax and other legitimate requirements. Such cooperation and information by or from Newco shall include without limitation provision of powers of attorney for the purpose of signing Returns and defending audits for the periods ending on or prior to the Distribution Date and MGI will promptly forward forwarding copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority which relate to Chronimed or its obligations hereunder the Contributed Businesses, and provide providing copies of all relevant Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other Determinations determinations by any Taxing Authority and records concerning the ownership and Tax basis or of property, which MGI and Newco or its Affiliates, if any, Subsidiaries may possess. Chronimed As soon as practicable, but in any event within thirty (30) days after request by Newco, from and after the Closing Date, Parent and LLC shall furnish MGI each provide Newco with its such cooperation in a manner comparable and shall deliver to that described in this Section 8.9(a) for all Newco such information and data concerning the pre-Distribution periodsClosing operations of the Contributed Businesses and make available such knowledgeable employees of Parent or LLC as Newco may reasonably request, in order to enable Newco to complete and file all Returns which it or any of its Subsidiaries may be required to file with respect to the operations and business of the Contributed Businesses or to respond to audits by any Taxing Authorities with respect to such operations. Such cooperation and information by or from Parent or LLC shall include furnishing records concerning the ownership and Tax basis of property, which Parent or LLC may possess. The Parties shall make their and their Subsidiaries' employees and facilities available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. (b) For a period of ten seven (107) years after the Distribution Closing Date or such longer period as may be required by law, each of Chronimed Newco shall, and MGI shall cause its Subsidiaries to, retain all, and not neither destroy or nor dispose of all Returns (including supporting materials)any, Returns, books and records (including computer files) of, or with respect to its the activities or Taxesof, the Contributed Businesses for all taxable periods ending on or prior to the Distribution Closing Date. Thereafter, each of Chronimed or MGI Newco shall not, and shall cause its Subsidiaries not to, destroy or dispose of any such Returns, books or records unless it first offers in writing to deliver such Returns, books and records to Parent and LLC (at the other party in writing expense of Parent and the other party fails LLC) and Parent and LLC fail to accept such offer within sixty (60) days of its being made. (c) MGI and Chronimed and their respective Affiliates The Parties 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 Closing Date that are required to be filed after such date. Such cooperation shall include, but not be limited to, furnishing relevant portions of prior years' Returns or Distribution DateReturn 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 reasonably requested by the person filing such Returns as is relevant to their preparation. In the case of any federal, 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 one Party could reasonably require the assistance of another Party in obtaining any necessary information. (d) Whenever Chronimed or MGI receives in writing from the IRS or any other Taxing Authority notice of an adjustment which may give rise to a payment from the other party under this Article VIII, Chronimed or MGI (as the case may be) shall give notice of the adjustment to the other party within ten (10) days after the receipt of the notice. Chronimed Parent 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, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment to the extent relating to any and all Income Taxes or Sales Taxes of the Contributed Businesses for which it would be liable under this Article VIIIany taxable period (or portion thereof) ending on or before the Closing Date. MGI Newco 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 for which it would be liable under this Article VIII. If the Tax Audit relates to Taxes for which MGI would be liable under this Article VIII and for which Chronimed would be liable under this Article VIII, Chronimed shall control the Tax Audit subject to provisions of this Section 8.9(d). Chronimed and MGI, as the case may be, shall keep the other party duly informed and shall consult with each other with respect to the resolution of any issue that would adversely affect the other party, and not settle any such issue, or file any amended Return relating to any such issue, without the consent of the affected party, which consent shall not unreasonably be withheldContributed Businesses. Where consent to a settlement is withheld pursuant to this Section, the party controlling the audit or examination may nevertheless settle, continue or initiate any further proceedings at its own expense, provided that any adjustments required shall be made and treated as set forth in Section 8.9(d). (e) If MGI or Chronimed fails to provide any information requested by the other party in the time specified herein, or if no time is specified pursuant to this Section 8.9, within a reasonable period, or otherwise fails to do any act required of it under this Section 8.9, then, notwithstanding any other provision of this Agreement, the party failing to provide the information shall indemnify and hold the other party harmless from and against any and all costs, claims or damages, including, without limitation, all Taxes or deficiencies thereof, payable as a result of such failure. (f) MGI and Chronimed The Parties shall cooperate with each other by providing any appropriate certificates or statements one another in a manner comparable to that described for such Party in paragraph (such as a Minnesota resale exemption certificatea) if needed for of this Section to effect the Transfer purposes of Assets to MGI hereunder or the Distribution to qualify for a Tax exemption or other provision making the transaction nontaxablethis Section.

Cooperation and Exchange of Information. (a) Seller shall prepare and submit to Parent no later than three months after the Closing Date, blank tax return workpaper packages for Tax Returns for which Seller has responsibility to prepare pursuant to Section 7.3. Parent shall and shall cause the Company and each of the Subsidiaries to prepare and to submit to Seller within three months of receipt all information as Seller shall reasonably request in such tax return workpaper packages. (b) As soon as practicable practicable, but in any event within sixty (60) 30 days after ChronimedSeller's request, from and after the Effective Closing Date, MGI Parent shall provide Chronimed Seller with such cooperation and shall deliver to Chronimed Seller such information and data concerning the pre-Distribution Date Closing operations of MGI the Company and each of the Subsidiaries and make available such knowledgeable employees of such entities the Company and the Subsidiaries as Chronimed Seller may reasonably request, including providing the information and data required by Chronimed 's customary Tax accounting questionnaires, request in order to enable Chronimed Seller to complete and file all Returns which it may be required to file with respect to the operations and business of MGI the Company and each of the Subsidiaries through the Distribution Closing Date or to respond to audits by any Taxing Authorities with respect to such operations and to otherwise enable Chronimed to satisfy its internal accounting, Tax and other legitimate requirements. Such cooperation and information shall include without limitation provision of powers of attorney for the purpose of signing Returns and defending audits for the periods ending on or prior to the Distribution Date and MGI will promptly forward copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority which relate to Chronimed or its obligations hereunder and provide copies of all relevant Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other Determinations by any Taxing Authority and records concerning the ownership and Tax basis or property, which MGI and its Affiliates, if any, may possess. Chronimed shall furnish MGI with its cooperation in a manner comparable to that described in this Section 8.9(a) for all pre-Distribution periods. (b) For a period of ten (10) years after the Distribution Date or such longer period as may be required by law, each of Chronimed and MGI shall retain and not destroy or dispose of all Returns (including supporting materials), books and records (including computer files) of, or with respect to its activities or Taxes, for all taxable periods ending on or prior to the Distribution Date. Thereafter, each of Chronimed or MGI shall not destroy or dispose of any such Returns, books or records unless it first offers such Returns, books and records to the other party in writing and the other party fails to accept such offer within sixty (60) days of its being madeoperations. (c) MGI Parent and Chronimed Seller and their respective Affiliates shall cooperate in the preparation of all Returns relating described in whole Section 7.3 hereof. Such cooperation shall include, but not be limited to, furnishing prior years' Returns or in part return preparation packages illustrating previous reporting practices or containing historical information relevant to taxable periods ending on or before or including the Effective Date or Distribution Datepreparation 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. (d) Whenever Chronimed or MGI receives in writing from the IRS or any other Taxing Authority notice of an adjustment which may give rise to a payment from the other party under this Article VIII, Chronimed or MGI (as the case may be) shall give notice of the adjustment to the other party within ten (10) days after the receipt of the notice. Chronimed Seller shall have the right, at its own expense, to control any audit or examination by any Taxing Authority ("Tax AuditTAX AUDIT"), initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating which in any such case relates to any and all Taxes for which it would Seller is liable pursuant to Section 7.6, with respect to the Company and each of the Subsidiaries; PROVIDED, HOWEVER, that no claim, contest or settlement shall be liable under this Article VIIIresolved by Seller if such claim, contest, or settlement could reasonably be expected to have a material adverse effect on the Company or any of the Subsidiaries after the Closing. MGI 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 adjustment; PROVIDED, HOWEVER, any such resolution shall not have a material adverse effect on the Seller. Seller shall furnish Parent and the Company and each of the Subsidiaries with its cooperation in a manner comparable to Taxes for which it would be liable under this Article VIII. If that described in Section 7.5(b) hereof to effect the Tax Audit relates to Taxes for which MGI would be liable under this Article VIII and for which Chronimed would be liable under this Article VIII, Chronimed shall control the Tax Audit subject to provisions purposes of this Section 8.9(d). Chronimed and MGI, as the case may be, shall keep the other party duly informed and shall consult with each other with respect to the resolution of any issue that would adversely affect the other party, and not settle any such issue, or file any amended Return relating to any such issue, without the consent of the affected party, which consent shall not unreasonably be withheld. Where consent to a settlement is withheld pursuant to this Section, the party controlling the audit or examination may nevertheless settle, continue or initiate any further proceedings at its own expense, provided that any adjustments required shall be made and treated as set forth in Section 8.9(d7.5(d). (e) If MGI or Chronimed fails to provide any information requested by the other party in the time specified herein, or if no time is specified pursuant to this Section 8.9, within a reasonable period, or otherwise fails to do any act required of it under this Section 8.9, then, notwithstanding any other provision of this Agreement, the party failing to provide the information shall indemnify and hold the other party harmless from and against any and all costs, claims or damages, including, without limitation, all Taxes or deficiencies thereof, payable as a result of such failure. (f) MGI and Chronimed shall cooperate with each other by providing any appropriate certificates or statements (such as a Minnesota resale exemption certificate) if needed for the Transfer of Assets to MGI hereunder or the Distribution to qualify for a Tax exemption or other provision making the transaction nontaxable.

Cooperation and Exchange of Information. (a) As soon as practicable but in any event within sixty (60) days after Chronimed's request, from W▇▇▇▇ and after the Effective Date, MGI STRATTEC shall provide Chronimed each other with such cooperation and shall deliver information as either of them reasonably may request of the other in filing any Tax Return pursuant to Chronimed such information and data concerning this ARTICLE 4 or in connection with any audit or other proceeding in respect of Taxes of the pre-Distribution Date operations of MGI and make available such knowledgeable employees of such entities as Chronimed may reasonably request, including providing the information and data required by Chronimed 's customary Tax accounting questionnaires, in order to enable Chronimed to complete and file all Returns which it may be required to file SPA Parties with respect to any taxable period beginning before the operations and business of MGI through the Distribution Date or to respond to audits by any Taxing Authorities with respect to such operations and to otherwise enable Chronimed to satisfy its internal accounting, Tax and other legitimate requirementsClosing Date. Such cooperation and information shall include without limitation provision of powers of attorney for the purpose of signing Returns and defending audits for the periods ending on or prior to the Distribution Date and MGI will promptly forward providing copies of appropriate notices and forms relevant Tax Returns or other communications received from or sent to any Taxing Authority which relate to Chronimed or its obligations hereunder and provide copies of all relevant Returnsportions thereof, together with accompanying schedules schedules, related work papers and related workpapers, documents relating to rulings or other Determinations determinations by any Taxing Authority Authorities. Each of W▇▇▇▇ and records concerning the ownership and Tax basis or property, which MGI and its Affiliates, if any, may possess. Chronimed shall furnish MGI with its cooperation in a manner comparable to that described in this Section 8.9(a) for all pre-Distribution periods. (b) For a period of ten (10) years after the Distribution Date or such longer period as may be required by law, each of Chronimed and MGI STRATTEC shall retain all Tax Returns, schedules and not destroy or dispose work papers, records and other documents in its possession relating to Tax matters of all Returns (including supporting materials), books and records (including computer files) of, or with respect to its activities or Taxes, SPA Parties for all any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the taxable periods ending on or prior to which such Tax Returns and other documents relate, without regard to extensions except to the Distribution Date. Thereafter, each of Chronimed or MGI shall not destroy or dispose of any such Returns, books or records unless it first offers such Returns, books and records to extent notified by the other party in writing of such extensions for the respective taxable periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the other party fails to accept such offer within sixty (60) days of its being made. (c) MGI SPA Parties for any taxable period beginning before the Closing Date, W▇▇▇▇ and Chronimed 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 Date or Distribution Date. (d) Whenever Chronimed or MGI receives in writing from the IRS or any other Taxing Authority notice of an adjustment which may give rise to a payment from the other party under this Article VIII, Chronimed or MGI STRATTEC (as the case may be) shall give notice of the adjustment to provide the other party within ten with IF " DOCVARIABLE "SWDocIDLocation" Error! No document variable supplied." = "1" " DOCPROPERTY "SWDocID" DM_DE 16067734-12.098505.0013" "" reasonable written notice and offer the other party the opportunity to take custody of such materials. Any information obtained under this Section 4.04 shall be kept confidential, except (10i) days after as may be otherwise necessary in connection with the receipt filing of Tax Returns or claims for refund or in conducting or defending an audit, examination, litigation or other Action, (ii) with the consent of the notice. Chronimed 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, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for which it would be liable under this Article VIII. MGI 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 for which it would be liable under this Article VIII. If the Tax Audit relates to Taxes for which MGI would be liable under this Article VIII and for which Chronimed would be liable under this Article VIII, Chronimed shall control the Tax Audit subject to provisions of this Section 8.9(d). Chronimed and MGIParties, as the case may bebe or (iii) as required by applicable Law. Notwithstanding the above, W▇▇▇▇ and STRATTEC, as applicable, shall keep the other party duly informed and shall consult with each other with respect to the resolution of any issue that would adversely affect the other party, and not settle any such issue, or file any amended Return relating to any such issue, without the consent of the affected party, which consent shall not unreasonably be withheld. Where consent to a settlement is withheld pursuant to this Section, the party controlling the audit or examination may nevertheless settle, continue or initiate any further proceedings at its own expense, provided that any adjustments required shall be made and treated as set forth in Section 8.9(d). (e) If MGI or Chronimed fails to provide any information requested by the other party in the time specified herein, or if no time is specified pursuant to this Section 8.9, within a reasonable period, or otherwise fails to do any act required of it under this Section 8.9, then, notwithstanding 4.04 or any other provision of this Agreement, the party failing SPA Membership Interest Purchase Agreement (x) to provide to other Parties any Tax Return of W▇▇▇▇ or any of its Affiliates, or of STRATTEC or any of its Affiliates, respectively (in each case, other than the information SPA Parties of which they may be in possession) and (y) neither STRATTEC nor W▇▇▇▇ shall indemnify and hold be required under this Section 4.04 to provide to the other party harmless from and against any and all costs, claims or damages, including, without limitation, all Taxes or deficiencies thereof, payable as a result information that is privileged if the disclosure of such failureinformation is reasonably expected to result in the loss of such privilege. (f) MGI and Chronimed shall cooperate with each other by providing any appropriate certificates or statements (such as a Minnesota resale exemption certificate) if needed for the Transfer of Assets to MGI hereunder or the Distribution to qualify for a Tax exemption or other provision making the transaction nontaxable.

Cooperation and Exchange of Information. (a) As soon as practicable but Investor, Seller, the Company and their respective Affiliates shall cooperate in the preparation of all Tax Returns for any event within sixty (60) days after Chronimed's request, from and after Tax periods for which one party could reasonably require the Effective Date, MGI shall provide Chronimed with such cooperation and shall deliver to Chronimed such information and data concerning assistance of the pre-Distribution Date operations of MGI and make available such knowledgeable employees of such entities as Chronimed may reasonably request, including providing the information and data required by Chronimed 's customary Tax accounting questionnaires, other party in order to enable Chronimed to complete and file all Returns which it may be required to file with respect to the operations and business of MGI through the Distribution Date or to respond to audits by obtaining any Taxing Authorities with respect to such operations and to otherwise enable Chronimed to satisfy its internal accounting, Tax and other legitimate requirementsnecessary information. Such cooperation and information shall include without limitation provision of powers of attorney for the purpose of signing Tax Returns and defending audits for the periods ending on or prior to the Distribution Date and MGI will promptly forward forwarding copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority which relate to Chronimed any of the Company or its obligations hereunder Subsidiaries, and provide providing copies of all relevant Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other Determinations determinations by any Taxing Authority and records concerning the ownership and Tax tax basis or of property, which MGI and its Affiliates, if any, the requested party may possess, such information to be provided within a reasonable period of time not to exceed twenty (20) business days. Chronimed Investor, Seller, the Company and their respective Affiliates shall furnish MGI with its cooperation make their respective employees and facilities available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Nothing herein shall affect the responsibilities for Tax Return preparation and Tax contests as contained in a manner comparable to that described in this Section 8.9(a) for all pre-Distribution periods7.5 and Section 7.7, respectively. (b) For a period of ten (10) 7 years after the Distribution Closing Date (or such longer period as Seller may reasonably request no later than 6 years after the Closing Date), the Company and its Subsidiaries shall retain all Tax Returns, books and records (including computer files) of, or with respect to the activities of, the Company and its Subsidiaries for all taxable periods ending after the Closing Date. (c) For a period of 7 years after the Closing Date (or such longer period as Investor may reasonably request no later than 6 years after the Closing Date) or such longer period as may be required by lawLaw, each of Chronimed and MGI Seller or its Affiliates shall retain (and not destroy or dispose of of) all Tax Returns (including supporting materials), books and records (including computer files) of, or with respect to the Taxes of, the Company and its activities or Taxes, Subsidiaries for all taxable periods ending (or deemed, pursuant to Section 7.3, to end) on or prior to the Distribution DateClosing Date to the extent Seller or its Affiliates held such items on the Closing Date and did not deliver such records to Investor, the Company or any Subsidiary of the Company. ThereafterAfter such retention period, each of Chronimed or MGI Seller and its Affiliates shall not destroy or dispose of any such Returns, Tax Returns or books or records unless it they first offers offer in writing such Returns, Tax Returns or books and records to the other party in writing Company and the other party Company fails to accept such offer within sixty (60) 30 days of its being made. (cd) MGI and Chronimed Investor, Seller, the Company and their respective Affiliates shall cooperate in the preparation of all Tax Returns relating in whole or in part to taxable periods ending on or before or including the Effective Closing Date or Distribution Date. (d) Whenever Chronimed or MGI receives in writing from the IRS or any other Taxing Authority notice of an adjustment which may give rise that are required to a payment from the other party under this Article VIIIbe filed after such date. Such cooperation shall include, Chronimed or MGI (as the case may be) shall give notice of the adjustment to the other party but not be limited to, furnishing such information within ten (10) days after the receipt of the notice. Chronimed 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, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for which it would be liable under this Article VIII. MGI 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 for which it would be liable under this Article VIII. If the Tax Audit relates to Taxes for which MGI would be liable under this Article VIII and for which Chronimed would be liable under this Article VIII, Chronimed shall control the Tax Audit subject to provisions of this Section 8.9(d). Chronimed and MGI, as the case may be, shall keep the other party duly informed and shall consult with each other with respect to the resolution of any issue that would adversely affect the other party, and not settle any such issue, or file any amended Return relating to any such issue, without the consent of the affected party, which consent shall not unreasonably be withheld. Where consent to a settlement is withheld pursuant to this Section, the party controlling the audit or examination may nevertheless settle, continue or initiate any further proceedings at its own expense, provided that any adjustments required shall be made and treated as set forth in Section 8.9(d). (e) If MGI or Chronimed fails to provide any information Party’s possession requested by the other party in filing such Tax Returns as is relevant to their preparation. In the time specified hereincase of any state, local or if no time is specified pursuant foreign joint, consolidated, combined, unitary or group relief system Tax Returns, such cooperation shall also relate to this Section 8.9, within a reasonable period, or otherwise fails to do any act required of it under this Section 8.9, then, notwithstanding any other provision taxable periods in which one Party could reasonably require the assistance of this Agreement, the party failing to provide the information shall indemnify and hold the other party harmless from Party in obtaining any necessary information. Parent and against Seller shall cooperate in identifying any powers of attorney in existence but which were not included on Schedule 5.2(w) because Parent and all costs, claims or damages, including, without limitation, all Taxes or deficiencies thereof, payable as a result Seller were not aware of the existence of such failurepowers of attorney, and Parent and Seller shall use reasonable good faith efforts in obtaining the termination or assignment of such powers of attorney to the Company. (f) MGI and Chronimed shall cooperate with each other by providing any appropriate certificates or statements (such as a Minnesota resale exemption certificate) if needed for the Transfer of Assets to MGI hereunder or the Distribution to qualify for a Tax exemption or other provision making the transaction nontaxable.

Cooperation and Exchange of Information. (a) As soon as practicable but in any event within sixty (60) days after Chronimed's requestBuyer, from the Company and after the Effective Date, MGI Seller shall provide Chronimed each other with such cooperation and shall deliver information as any such party reasonably may request of the other in filing any Tax Return pursuant to Chronimed such information and data concerning this ARTICLE VI or in connection with any audit or proceeding in respect of Taxes of the pre-Distribution Date operations of MGI and make available such knowledgeable employees of such entities as Chronimed may reasonably request, including providing the information and data required by Chronimed 's customary Tax accounting questionnaires, in order to enable Chronimed to complete and file all Returns which it may be required to file with respect to the operations and business of MGI through the Distribution Date or to respond to audits by any Taxing Authorities with respect to such operations and to otherwise enable Chronimed to satisfy its internal accounting, Tax and other legitimate requirementsCompany. Such cooperation and information shall include without limitation provision of powers of attorney for the purpose of signing Returns and defending audits for the periods ending on or prior to the Distribution Date and MGI will promptly forward providing copies of appropriate notices and forms relevant Tax Returns or other communications received from or sent to any Taxing Authority which relate to Chronimed or its obligations hereunder and provide copies of all relevant Returnsportions thereof, together with accompanying schedules schedules, related work papers and related workpapers, documents relating to rulings or other Determinations determinations by any Taxing Authority tax authorities. Seller and records concerning the ownership and Tax basis or property, which MGI and its Affiliates, if any, may possess. Chronimed shall furnish MGI with its cooperation in a manner comparable to that described in this Section 8.9(a) for all pre-Distribution periods. (b) For a period of ten (10) years after the Distribution Date or such longer period as may be required by law, each of Chronimed and MGI Buyer shall retain all Tax Returns, schedules and not destroy or dispose work papers, records and other documents in their possession relating to Tax matters of all Returns (including supporting materials), books and records (including computer files) of, or with respect to its activities or Taxes, the Company for all any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the taxable periods ending on or prior to which such Tax Returns and other documents relate, without regard to extensions except to the Distribution Date. Thereafter, each of Chronimed or MGI shall not destroy or dispose of any such Returns, books or records unless it first offers such Returns, books and records to extent notified by the other party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in their or its possession relating to Tax matters of any Company for any taxable period beginning before the other party fails to accept such offer within sixty (60) days of its being made. (c) MGI Closing Date, Seller and Chronimed 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 Date or Distribution Date. (d) Whenever Chronimed or MGI receives in writing from the IRS or any other Taxing Authority notice of an adjustment which may give rise to a payment from the other party under this Article VIII, Chronimed or MGI Buyer (as the case may be) shall give notice of the adjustment to provide the other party with reasonable written notice and offer the other party the opportunity to take custody of such materials Seller shall provide or cause to be provided to Buyer and the Company prompt written notice of any audit, review, examination, proposed adjustment or any other administrative or judicial proceeding, or receipt by Seller or any of its Subsidiaries from a taxing authority of notice of intent to commence any of the foregoing, with respect to Taxes relating to a matter set forth in Section 6.05 of the Disclosure Letter. Seller shall keep Buyer reasonably informed of all material actions taken and other material developments with respect to any such proceeding. In addition, unless and until such time as Seller provides Buyer and the Company with written notice of a proceeding as required by this Section 6.05, an officer of Seller shall provide Buyer with a quarterly written certification, within twenty (20) days following the end of each calendar quarter, confirming that no proceeding requiring notice under this Section 6.05 has occurred, provided that, in all events, this obligation shall terminate on the seventh (7th) anniversary of the Closing Date. Seller’s obligations to provide the notices required by the forgoing two sentences are expressly conditioned on the continuing obligation of Buyer and its carrier to maintain the confidentiality of such information. In the event Seller fails to deliver the certification as required by this Section 6.05, Buyer or the Company shall provide written notice of such failure to Seller and if Seller still fails to deliver the certification (or in lieu thereof, written notice of a proceeding, as applicable) as required by this Section 6.05 within ten (10) days after the receipt of the following such written notice. Chronimed 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, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for which it would be liable under this Article VIII. MGI 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 for which it would be liable under this Article VIII. If the Tax Audit relates to Taxes for which MGI would be liable under this Article VIII and for which Chronimed would be liable under this Article VIII, Chronimed shall control the Tax Audit subject to provisions of this Section 8.9(d). Chronimed and MGI, as the case may be, shall keep the other party duly informed and shall consult with each other with respect to the resolution of any issue that would adversely affect the other party, and not settle any such issue, or file any amended Return relating to any such issue, without the consent of the affected party, which consent shall not unreasonably be withheld. Where consent to a settlement is withheld pursuant to this Section, the party controlling the audit or examination may nevertheless settle, continue or initiate any further proceedings at its own expense, provided that any adjustments required shall be made and treated as set forth in Section 8.9(d). (e) If MGI or Chronimed fails to provide any information requested by the other party in the time specified herein, or if no time is specified pursuant to this Section 8.9, within a reasonable period, or otherwise fails to do any act required of it under this Section 8.9, then, notwithstanding any in addition to other provision available remedies at law and in equity, Buyer and/or the Company shall be entitled to seek specific performance of this Agreement, Seller’s obligations and further to compel Seller to execute IRS Form 8821 in favor of Buyer and specifying Buyer is to receive all notices related to the party failing to provide the information shall indemnify and hold the other party harmless from and against any and all costs, claims or damages, including, without limitation, all Taxes or deficiencies thereof, payable as a result of such failure2018 tax year. (f) MGI and Chronimed shall cooperate with each other by providing any appropriate certificates or statements (such as a Minnesota resale exemption certificate) if needed for the Transfer of Assets to MGI hereunder or the Distribution to qualify for a Tax exemption or other provision making the transaction nontaxable.