11.3 Cooperation on Tax Matters. Buyer and Sellers shall cooperate fully with each other, including with respect to the furnishing or making available during normal business hours of records, personnel (as reasonably required), books of account, powers of attorney or other materials necessary or helpful in connection with the preparation of all Tax Returns by Buyer or Sellers with respect to the Assets, the making of any election relating to Taxes with respect to the Assets, the preparation for any audit by any taxing authority with respect to the Assets and the prosecution or defense of any claim, suit or proceeding relating to any Tax with respect to the Assets or the Allocation. Such cooperation shall include the retention of records and information that are relevant to any such Tax Return or audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided under this Agreement. The Parties agree to retain all books and records with respect to Tax matters pertinent to the Assets relating to any Tax period beginning before the Closing Date until the expiration of the statute of limitations of the respective Tax periods, and such additional period as necessary for any administrative or judicial proceedings relating to any proposed assessment, and to abide by all record retention agreements entered into with any Governmental Authority.
11.4 Tax Audits. Sellers shall control any Proceeding with respect to any Property Taxes or Tax Returns for Property Taxes relating to any Assets (Tax Audit) solely relating to any taxable period ending before the Closing Date, and Buyer shall control any other Property Tax Audit. Neither Party shall settle, compromise or resolve any issue in such Tax Audit in a way that would adversely affect the other Party without such other Partys written consent, which consent such other Party shall not unreasonably withhold, delay or condition.
11.5 Tax Refunds. Sellers shall be entitled to any refund of Property Taxes with respect to the Assets with respect to a Pre-Closing Tax Period. Buyer shall be entitled to any refund of Property Taxes with respect to the Assets with respect to a Post-Closing Tax Period. Refunds for a Straddle Period shall be apportioned based on the Property Taxes for such period that were paid by or on behalf of Buyer and Sellers. The Parties and their Affiliates shall reasonably cooperate with the other Party in connection with obtaining any refund of Taxes as set forth in this Section 11.5. If a Party receives a refund to which the other Party is entitled, such recipient Party shall forward the amount of such refund to the other Party within ten (10) Business Days after such receipt, net of any costs or expenses incurred by the recipient Party in procuring such refund.
12.1 Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests or consents provided for or permitted to be given under this Agreement must be in writing and will be deemed to be received (a) if mailed by certified mail, return receipt requested, on the day such notice is received, and if such day is not a Business Day, on the next subsequent Business Day, (b) one (1) Business Day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, (c) if personally delivered, when received, (d) when delivered by electronic mail upon confirmation of receipt, or (e) when delivered by electronic mail if a copy thereof is also delivered in person or by overnight courier. All notices, requests and consents shall be sent as follows: