Tax Cooperation and Exchange of Information. The Seller and the Purchaser shall provide each other with such cooperation and 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 a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any part of the Purchased Assets or the Purchased Business from the Purchaser. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents in their possession relating to rulings or other determinations by Tax authorities. The Seller and the Purchaser shall make themselves (and their respective employees) available on a basis mutually convenient to both parties to provide explanations of any documents or information provided under this Section 5.09. Each of the Seller and the Purchaser shall retain all Tax Returns, schedules and work papers, records and other documents in its possession (or in the possession of its Affiliates) relating to Tax matters relevant to the Purchased Assets or the Purchased Business for each taxable period first ending after the Closing and for all prior taxable periods for a period equal to the lesser of five years or until 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 extent notified by the other party in writing of such extensions for the respective Tax periods. In the event that any party desires to retain any such documents or other information which is in the possession of the other party, the requesting party shall give the other party written notice indicating the documents to be retained at least 90 days prior to the fifth anniversary of the Closing Date. Any information obtained under this Section 5.09 shall be kept confidential in accordance with Section 5.03, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.
Tax Cooperation and Exchange of Information. Parent and Master LLC shall provide each other with such cooperation and information as either of them reasonably may request of the other (and Master LLC shall cause the Companies to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. Parent, Master LLC and the Companies shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.05. Notwithstanding anything to the contrary in Section 5.02, each of Parent and Master LLC shall retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the Companies for any taxable period that includes the date of the Closing and for all prior taxable periods 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 or (ii) six years following the due date (without extension) for such Tax Returns. After such time, before Parent or Master LLC shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after 90 days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 7.05 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.
Tax Cooperation and Exchange of Information. The Sellers and the Purchasers shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchasers shall cause the Companies and the Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers and the Purchasers shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.07. Notwithstanding anything to the contrary in Section 5.02, each of the Sellers and the Purchasers shall retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of their Affiliates) relating to Tax matters of any Company or any Subsidiary for any taxable period that includes the date of the Closing and for all prior taxable periods 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 or (ii) six years following the due date (without extension) for such Tax Returns. Prior to disposing of any such records in accordance with the previous sentence, the party holding the records will provide the other party notice of such disposal and offer to deliver such records to the other party at the other party’s expense. Any information obtained under this Section 7.07 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.
Tax Cooperation and Exchange of Information. The Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return or otherwise in respect of Tax matters in connection with this Agreement and the Purchased Assets.
Tax Cooperation and Exchange of Information. The Seller Representative and the Seller will: (i) after the Closing (x) reasonably assist and cause the Seller to assist the Buyer in preparing and filing any Tax Returns that the Buyer is responsible for preparing and filing with respect to the Transferred Assets, and (y) reasonably cooperate in preparing for any audits by, or disputes or other Proceedings with, any Taxing Authority or with respect to any matters relating to Taxes of or affecting the Seller; and (ii) make available to the Buyer and to any Taxing Authority as reasonably requested by the Buyer all information, records and documents relating to Tax matters (including Tax Returns) of or relating to the Transferred Assets relating to any Taxable Period that begins on or before the Closing Date that remain in the Seller’s control. The Buyer will keep any information obtained under this Section 8.3 confidential, except (x) as may be necessary in connection with the filing of Tax Returns or Claims for refund or the conduct of any audit, litigation or other Proceeding with respect to Taxes, (y) with the consent of the Seller Representative, and (z) that the Seller Representative will have the right to review such information.
Tax Cooperation and Exchange of Information. The Seller shall, and shall cause its, Affiliates, officers, employees, agents, auditors and other representatives to, (i) after the Closing, assist the Purchaser in preparing and filing any Tax Returns that the Purchaser is responsible for preparing and filing with respect to the Company, (ii) after the Closing, cooperate fully in preparing for any audits of the Company, or disputes or other proceedings with any Taxing Authority relating to Taxes of the Company and (iii) make available to the Purchaser as reasonably requested all information, records and documents relating to Tax matters (including Tax Returns) of or relating to the Company for any Taxable Period that begins on or before the Closing Date. The Purchaser shall keep any information obtained under this Section 9.3 confidential except (x) as may be necessary in connection with the filing of Tax Returns or claims for refund or the conduct of any audit, litigation or other proceeding with respect to Taxes or (y) with the consent of the Seller.
Tax Cooperation and Exchange of Information. Each Party shall cooperate fully at such time and to the extent reasonably requested by the other Party in connection with the preparation and filing of any tax return or claim for refund, or the conduct of any audit, dispute, proceeding, suit, or action concerning any tax issues or other tax matters considered in this Agreement. Such cooperation shall include, without limitation, the following: (i) the retention and provision on reasonable demand of books, records, documentation, or other information relating to the tax matters under this Agreement; (ii) the provision of additional information, including an explanation of material provided under subparagraph (i), to the extent such information is necessary or reasonably helpful in connection with the foregoing; (iii) the execution of any document that may be necessary or reasonably helpful in connection with the filing of a tax return or in connection with any audit, dispute, proceeding, suit or action; and, (iv) such Party’s commercially reasonable efforts to obtain any documentation from a governmental authority or a third party that may be necessary or reasonably helpful in connection with any of the foregoing. Each Party further agrees: (i) not to take any action reasonably expected to result in a new or changed position on a tax issues under this Agreement that is detrimental to the other Party; and, (ii) to take any action reasonably requested by the other Party that would reasonably be expected to result in or produce a benefit or avoids a detriment to such other Party with regard to tax issues under this Agreement. However, the preceding sentence and corresponding obligation shall not apply to any situation in which a Party’s tax and/or legal advisors determine in good faith that taking a position consistent with the position of the other Party would violate any applicable state or federal rule or law, including without limitation generally accepted accounting principles, SEC reporting rules, and state or federal tax laws and regulations.
Tax Cooperation and Exchange of Information. From and after the Closing Date, Purchaser and Seller shall reasonably cooperate, and shall cause their respective Affiliates, officers, employees, agents, auditors and other Representatives to reasonably cooperate, in connection with preparing, executing and filing all Tax Returns pursuant to Section 7.02 and any Action relating to Taxes of the Companies (including Tax Claims). Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information relating to Taxes of the Company or the Business or otherwise reasonably relevant to any such Action and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder or to testify at any proceedings relating to Taxes of the Company or the Business. Purchaser and Seller shall (i) retain all books and records with respect to Tax matters pertinent to the Companies relating to any taxable period beginning before the Closing Date until expiration of the statute of limitations (taking into account any extensions thereof) of the respective taxable periods and to abide by all record retention agreements entered into with any Governmental Authority, (ii) allow the other party and its Representatives at times and dates mutually acceptable to the parties, to inspect, review and make copies of such records as such party may deem necessary or appropriate from time to time, such activities to be conducted during normal business hours at such party’s expense, and (iii) give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, shall allow the requesting party to take possession of such books and records at such other party’s own expense.
Tax Cooperation and Exchange of Information. Buyers and Sellers shall (a) after the Closing, assist (and cause any respective Related Person to assist) in preparing and filing any Tax Returns that either party is responsible for preparing and filing with respect to the Cinemex Companies or Symphony, (b) after the Closing, cooperate fully in preparing for any audits of, or disputes or other Proceedings with any Taxing Authority or with respect to any matters with respect to Taxes of or relating to the Cinemex Companies or Symphony and (c) make available to either party and to any Taxing Authority as reasonably requested all information, records, and documents relating to Tax matters (including Tax Returns) of or relating to the Cinemex Companies or Symphony relating to any Taxable Period that begins on or before the Closing Date and will preserve such information, records, or documents until the expiration of any applicable statute of limitations or extensions thereof. Each party shall keep any information obtained under this Section 11.4 confidential except (i) as may be necessary in connection with the filing of Tax Returns or claims for refund or the conduct of any audit, litigation or other Proceeding with respect to Taxes or (ii) with the consent of the other party hereto.
Tax Cooperation and Exchange of Information. The Seller and the Purchaser will provide each other with such cooperation and information as any of them reasonably may request of the other (and the Purchaser will cause the Company to provide such cooperation and information) in filing any Tax Return, amended Tax Return or request for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes; provided that (a) the Seller shall not be required to provide any income or similar Tax Returns, or Tax returns or other documents that contain confidential information relating to Persons other than the Seller, but the Seller shall provide information that is reasonably necessary, as mutually determined by the Parties acting in good faith, for filing any Tax Return, amended Tax Return or request for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes and (b) the Purchaser shall not be required to provide any income or similar Tax Returns, or Tax returns or other documents that contain confidential information relating to Persons other than the Purchaser, but the Purchaser shall provide information that is reasonably necessary, as mutually determined by the Parties acting in good faith, for filing any Tax Return, amended Tax Return or request for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes. Any information or documents obtained under this Section 7.09 shall be kept confidential, except as may be otherwise necessary in connection with filing any Tax Return, amended Tax Return or request for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes. SECTION 7.10
