Mutual Cooperation. Subject to applicable Law (including any privacy Laws), and the Parties’ execution of an appropriate personal data transfer agreement, the Seller and each Seller Affiliate shall provide promptly to the Purchaser, at the Purchaser’s request, any information or copies of personnel records (including addresses, dates of birth, dates of hire and dependent information) relating to the Transferred Employees or relating to the service of Transferred Employees with the Seller (and predecessors and Affiliates of the Seller) prior to the Closing Date. The Seller and the Purchaser shall each cooperate with the other and shall provide to the other such documentation, information and assistance as is reasonably necessary to effect the provisions of this [Section 9.8].

Litigation Cooperation. From the date hereof and continuing through the termination of this Agreement, make reasonably available to Bank during Co-Borrower’s regular business hours, without expense to Bank, Co-Borrower and its officers, employees and agents and Co-Borrower‘s books and records, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Co-Borrower.

Tax Cooperation. The Parties agree to cooperate with one another and use reasonable efforts to minimize tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by one Party to the other Party under this Agreement. Without limiting the generality of the foregoing, the withholding Party will provide the paying Party any tax forms and other information that may be reasonably necessary in order for to lawfully avoid tax withholding. Each Party will provide the other with reasonable assistance to enable the recovery, as permitted by Applicable Law, of withholding taxes, value added taxes, or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing such withholding tax or value added tax.

Financing Cooperation. From the Effective Date and ending at the earlier of # the Closing Date and # termination of this Agreement pursuant to Section 8.1, Sellers shall, and shall cause the other Target Entities to, cooperate and shall use reasonable best efforts to cause the respective officers, employees, auditors and advisors, including legal and accounting, of the Target Entities to provide to Purchaser and its financing sources such reasonable cooperation in connection with the arrangement of the Financing as is customary and may be reasonably requested by Purchaser or its financing sources, including: # upon reasonable notice, using reasonable best efforts to cause senior management of the Target Entities participate in a reasonable number of meetings, due diligence sessions and presentations with prospective lenders and ratings agencies; # assisting with the preparation of materials for ratings agency presentations, bank information memoranda and similar documents reasonably necessary in connection with the Financing; # using reasonable best efforts to cause senior management of the Target Entities to assist in the preparation, execution and delivery of the Financing Documents; # furnishing to Purchaser and its financing sources information related to the Target Entities required by Governmental Authorities under applicable “know your customer” and anti-money laundering Laws, including the PATRIOT Act; # informing Purchaser, as promptly as reasonably practicable, if any Target Entities shall have knowledge of any facts that would likely require the restatement of any Financial Statements in order for such Financial Statements to comply with GAAP; # taking all actions as may be required or reasonably requested by Purchaser or its financing sources in connection with the delivery of payoff letters and the release of any Liens securing Indebtedness and furnish evidence of such release in a form reasonably satisfactory to Purchaser and its financing sources; # taking all commercially reasonable corporate actions of the Target Entities, subject to the occurrence of the Closing, reasonably requested by Purchaser that are necessary or customary to permit the consummation of the Financing, and to permit the proceeds thereof, together with immediately available funds of the Target Entities at the Closing, to be made available on the Closing Date to consummate the transactions contemplated by this Agreement; # facilitating the execution and delivery, reasonably prior to the Closing Date (but effective only after the consummation of the Closing), of agreements, documents and certificates that facilitate the creation, perfection or enforcement of Liens securing the Financing, including originals of all certificated Equity Securities of the Target Entities (with transfer powers executed in blank), pledge agreements, as are reasonably requested by Purchaser or its financing sources; # using reasonable best efforts to cause the Target Entities’ auditors to provide, consistent with customary practice, reasonable assistance in the preparation of the pro forma financial statements

All parties involved in this transaction, and under the terms and conditions of this Agreement, at all times, shall cooperate, one with the other, to facilitate the liquidation of the stock as mentioned above. The company will cooperate, one with the other, provide, to the best of its ability, any paperwork necessary to facilitate the liquidation, in a timely and efficient manner.

Accounting Cooperation. The Company and Buyer shall cause any accountants retained by the Company or Buyer to cooperate in connection with ongoing audit work relating to periods prior to the Closing Date, as required by applicable federal and state securities laws, and other reasonable requirements. Such cooperation shall include, without limitation, providing such assurances, comfort letters and access to work papers as may reasonably be requested by Buyer or Company and its accountants.

Government Cooperation. Nothing in this agreement prohibits Executive from reporting possible violations of local, state, foreign or federal law or regulation, or related facts, to any governmental agency or entity or making other reports or disclosures that, in each case, are protected under the whistleblower provisions of local, state, foreign or federal law or regulation. Without limitation, Executive may report possible violations of law or regulation and related facts to the U.S. Department of Justice, the Securities and Exchange Commission, Congress, and any agency Inspector General. Executive not need the prior authorization of the Company to make any such reports or disclosures, and you do not need to notify the Company that he has made such reports or disclosures.

No Cooperation. Subject to the Protected Activity provision, Employee agrees that Employee will not knowingly encourage, counsel, or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against any of the Releasees, unless under a subpoena or other court order to do so or upon written request from an administrative agency or the legislature or as related directly to the ADEA waiver in this Agreement. Employee agrees both to immediately notify the Company upon receipt of any such subpoena or court order or written request from an administrative agency or the legislature, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or other court order or written request from an administrative agency or the legislature. If approached by anyone for counsel or assistance in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints against any of the Releasees, Employee shall state no more than that Employee cannot provide counsel or assistance.

Litigation Cooperation. The Executive agrees to cooperate fully with the Company in the defense or prosecution of any claims, arbitration or regulatory proceedings or action which already have been brought or which may be brought in the future against or on behalf of the Company or any of its directors, officers, employees, or agents which relate to events or occurrences that transpired during his employment with the Company. The Executive’s full cooperation in connection with such claims or actions shall include, without implication of limitation, being available to meet with counsel to prepare for discovery or trial and to testify truthfully as a witness when reasonably requested by the Company at reasonable times designated in good faith by the Company. The Executive agrees that he will not voluntarily disclose any information to any person or party that is adverse to the Company and he will maintain the confidences

Company. “Company” means Target Corporation, a Minnesota corporation, or any successor thereto.