Cooperation. Subject to the other provisions of this [Section 5.03], Buyer and Seller shall cooperate fully, and shall cause their respective Affiliates to cooperate fully, as and to the extent reasonably requested by any Party, in connection with the preparation and filing of Tax Returns and any Tax Contest or other proceeding with respect to such Tax Returns or with respect to Taxes relating to the Acquired Assets. Such cooperation shall include the retention and (upon a Party’s request) the provision of records and information which are reasonably relevant to any such Tax Return, Tax Contest or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The requesting Party shall reimburse the cooperating Parties for all reasonable costs and documented, out-of-pocket expenses incurred by such cooperating Parties.

Cooperation. SubjectSeller and Buyer shall reasonably cooperate so as to minimize any potential tax risk to Buyer or Seller as a result of the other provisions of this [Section 5.03],transactions contemplated hereby. Seller and Buyer and Seller shall cooperate fully, and shall cause their respective Affiliates to cooperate fully,provide one another with such assistance as and to the extentmay reasonably requested by any Party,be required in connection with the preparation and filing of Tax Returns and any Tax Contesttax return, any audit or other proceedingexamination by any taxing authority, or any judicial or administrative proceedings relating to liability for Taxes arising from the transactions contemplated by this Agreement, and shall provide one another upon written request with respectany records or information that are relevant to such Tax Returnsreturn, audit or with respect to Taxes relating toexamination or proceedings. The party requesting assistance, records or information under the Acquired Assets. Such cooperation shall include the retention and (upon a Party’s request) the provision of records and information which are reasonably relevant to any such Tax Return, Tax Contest or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The requesting Partypreceding sentence shall reimburse the cooperating Partiesother for all reasonable costs and documented, out-of-pocket expenses incurred by the other in providing such cooperating Parties.assistance, records or information. This paragraph shall not be construed to require any party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any other person.

Purchaser and SellerSellers shall cooperate fully, and shall cause their respective Affiliates to cooperate fully, as and to the extent reasonably requested by anythe other Party, in connection with the preparation and filing of Tax Returns and any Tax Contestaudit, litigation or other proceedingProceeding with respect to such Tax Returns or with respect to Taxes relating to the Acquired Assets.Taxes. Such cooperation shall include the retention and (upon a Party’the other Party’s request) the provision of records and information whichthat are reasonably relevant to any such Tax Return, Tax Contestaudit, litigation or other proceedingProceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The requesting Party shall reimburse the cooperating Parties for all reasonableAll costs and documented, out-of-pocket expenses incurred in connection with this [Section 9.7(c)] shall be borne by the Party who is subject to such cooperating Parties.Proceeding.

Purchaser and SellerSellers shall cooperate fully, and shall cause their respective Affiliates to cooperate fully, as and to the extent reasonably requested by anythe other Party, in connection with the preparation and filing of Tax Returns and any Tax Contestaudit, litigation or other proceedingProceeding with respect to such Tax Returns or with respect to Taxes relating to the Acquired Assets.Taxes. Such cooperation shall include the retention and (upon a Party’the other Party’s request) the provision of records and information whichthat are reasonably relevant to any such Tax Return, Tax Contestaudit, litigation or other proceedingProceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The requesting Party shall reimburse the cooperating Parties for all reasonableAll costs and documented, out-of-pocket expenses incurred in connection with this [Section 9.8(c)] shall be borne by the Party who is subject to such cooperating Parties.Proceeding.

Cooperation on Tax Matters. Buyer and Seller shall cooperate fully, and shall cause their respective Affiliates to cooperate fully,will cooperate, as and to the extent reasonably requested by anythe other Party, in connection with the preparationfiling and filingpreparation of Tax Returns pursuant to this [Article 9] and any Tax Contest or other proceeding with respect to such Tax Returns or with respect to Taxes relating to the Acquired Assets.Proceeding related thereto. Such cooperation shallwill include the retention and (upon a Party’the other Party’s request) the provision of records and information whichthat are reasonably relevant to any such Tax Return, Tax Contest or other proceedingProceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The requesting Party shall reimburseBuyer and Seller will retain all books and records with respect to Tax matters pertinent to the cooperating Parties for all reasonable costsPartnership and documented, out-of-pocket expenses incurred by such cooperating Parties.its Subsidiaries relating to any Tax period beginning before the Closing Date until thirty (30) Business Days after the expiration of the statute or period of limitations of the respective Tax periods.

The Purchaser and the other provisions of this [Section 5.03], Buyer and Seller shall cooperate fully, and shall cause their respective Affiliates to cooperate fully, as and to the extent reasonably requested by any Party,fully in connection with the preparation and filing of Tax Returnstax returns and any Tax Contestaudit, litigation or other proceeding with respect to such Tax Returnstaxes, including, without limitation, by providing or with respectcausing to Taxes relatingbe provided to the Acquired Assets.Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income tax return or participating in any proceeding. Such cooperation shall include the retention and (upon a Party’s request) the provision of records and information which are reasonably relevant to any such Tax Return, Tax Contestaudit, litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The requesting Party shall reimburse the cooperating Parties for all reasonable costs and documented, out-of-pocket expenses incurred by such cooperating Parties.