Common use of Access to Information, Audit and Inspection Clause in Contracts

Access to Information, Audit and Inspection. (a) Each Shareholder and its Representatives shall have (and TAM shall cause its Subsidiaries to provide such Shareholder and its Representatives with) full access at reasonable times and during normal business hours to all books and records for the TAM Group and their respective businesses (including those books and records pertaining to periods prior to the Effective Time), including the right to examine and audit any of such books and records and to make copies and extracts therefrom. Each Shareholder shall bear all expenses incurred by it and its Representatives in making any such examination on its behalf. TAM shall, and shall cause each of its Subsidiaries to, make arrangements for each Shareholder and its Representatives to have prompt access at reasonable times and during normal business hours to its officers, board members and employees to discuss the business and affairs of the TAM Group and the books and records pertaining thereto. The provisions of this Section 3.05(a) shall survive any termination of this Agreement and shall continue to apply to TAM and its Subsidiaries and be enforceable by any Shareholder regardless of whether such Shareholder ceases to beneficially own any shares of TAM Stock but only to the extent that such books and records and such access to officers, board members and other employees are reasonably requested by a Shareholder in connection with any pending Action involving such Shareholder or any of its Affiliates insofar as such matter relates to the business or affairs of TAM and its Subsidiaries (including any matters relating to the business and affairs of any predecessor businesses, including matters relating to periods prior to the Effective Time). (b) TAM shall provide each Shareholder with copies of each completed annual tax return required by Law to be filed by TAM or any of its Subsidiaries (each, a “Tax Return”) at least twenty business days prior to the due date (including any extensions of such due date) of the filing of such Tax Return, and each Shareholder may review any such Tax Return prior to its filing with the appropriate Governmental Entity. TAM shall consult with the Shareholders and negotiate in good faith to resolve any issues arising as a result of the Shareholders’ review of any such Tax Return. The Shareholders and TAM and its Subsidiaries shall use all reasonable good faith efforts to resolve any issue in dispute as promptly as practicable but in any event prior to the due date for the filing of any such Tax Return. In the event that an issue resulting from the review by a Shareholder of any such Tax Return remains in dispute as of the due date for the filing of such Tax Return, such Tax Return shall be filed with the appropriate Governmental Entity in accordance with the recommendation of the Accountants.

Access to Information, Audit and Inspection. (a) Each Shareholder and its Representatives shall have (and TAM Holdco 1 shall cause its Subsidiaries to provide such Shareholder and its Representatives with) full access at reasonable times and during normal business hours to all books and records for the TAM Group Holdco 1 and its Subsidiaries and their respective businesses (including those books and records pertaining to periods prior to the Effective Time), including the right to examine and audit any of such books and records and to make copies and extracts therefrom. Each Shareholder shall bear all expenses incurred by it and its Representatives in making any such examination on its behalf. TAM Holdco 1 shall, and shall cause each of its Subsidiaries to, make arrangements for each Shareholder and its Representatives to have prompt access at reasonable times and during normal business hours to its officers, board members directors and employees to discuss the business and affairs of the TAM Group Holdco 1 and its Subsidiaries and the books and records pertaining thereto. The provisions of this Section 3.05(a2.04(a) shall survive any termination of this Agreement and shall continue to apply to TAM Holdco 1 and its Subsidiaries and be enforceable by any a Shareholder regardless of whether such Shareholder ceases to beneficially own any shares of TAM Holdco 1 Voting Stock but only to the extent that such books and records and such access to officers, board members directors and other employees are reasonably requested by a Shareholder in connection with any pending Action involving such Shareholder or any of its Affiliates insofar as such matter relates to the business or affairs of TAM Holdco 1 and its Subsidiaries (including any matters relating to the business and affairs of any predecessor businesses, including matters relating to periods prior to the Effective Time). (b) TAM Holdco 1 shall provide each Shareholder with copies of each completed annual tax return required by Law to be filed by TAM Holdco 1 or any of its Subsidiaries (each, a “Tax Return”) at least twenty business days prior to the due date (including any extensions of such due date) of the filing of such Tax Return, and each Shareholder may review any such Tax Return prior to its filing with the appropriate Governmental Entity. TAM Holdco 1 shall consult with the Shareholders and negotiate in good faith to resolve any issues arising as a result of the Shareholders’ review of any such Tax Return. The Shareholders and TAM Holdco 1 and its Subsidiaries shall use all reasonable good faith efforts to resolve any issue in dispute as promptly as practicable but in any event prior to the due date for the filing of any such Tax Return. In the event that an issue resulting from the review by a Shareholder of any such Tax Return remains in dispute as of the due date for the filing of such Tax Return, such Tax Return shall be filed with the appropriate Governmental Entity in accordance with the recommendation of the Accountants.

Access to Information, Audit and Inspection. As long as Xxxxxx continues to beneficially own Voting Securities that entitle it to cast at least 20% of the Total Voting Power: (a) Each Shareholder Xxxxxx and its Representatives shall have (and TAM the Company shall cause its Subsidiaries to provide such Shareholder Xxxxxx and its Representatives with) full access at reasonable times and during normal business hours to all the books and records for of the TAM Group Company and its Subsidiaries and their respective businesses (including those books and records pertaining to periods prior to the Effective TimeClosing Date), including the right to Table of Contents examine and audit any of such books and records and to make copies and extracts therefrom. Each Shareholder Xxxxxx shall bear all expenses incurred by it and or its Representatives in making any such examination on or audit and will reimburse the Company for all reasonable out-of-pocket expenses incurred by it or its behalfSubsidiaries in connection therewith. TAM The Company shall, and shall cause each of its Subsidiaries to, make arrangements for each Shareholder Xxxxxx and its Representatives to have prompt access at reasonable times and during normal business hours to its officers, board members directors and employees to discuss the business and affairs of the TAM Group Company and its Subsidiaries and the books and records pertaining thereto. The provisions of this Section 3.05(a4.2(a) shall survive any termination of this Agreement and shall continue to apply to TAM the Company and its Subsidiaries and be enforceable by any Shareholder regardless of whether such Shareholder Xxxxxx after Xxxxxx ceases to beneficially own any shares Voting Securities of TAM Stock the Company or Voting Securities of the Company that entitle it to cast at least 20% of the Voting Power, but only to the extent extent, in each case, that such books and records and such access to officers, board members directors and other employees are reasonably requested by a Shareholder Xxxxxx in connection with any pending Action or threatened Litigation, proceeding or investigation involving such Shareholder Xxxxxx or any of its Affiliates insofar as such matter relates to the business or affairs of TAM and its Subsidiaries the Company or such Subsidiary (including any matters relating to the business and affairs of any predecessor businesses, including matters relating to periods prior to the Effective TimeClosing Date). (b) TAM The Company shall provide each Shareholder Xxxxxx with copies of each completed annual tax return required by Law to be filed by TAM the Company or any of its Subsidiaries by applicable Law (each, a “Tax Return”) at least twenty business days 20 Business Days prior to the due date (including any extensions of such due date) of the filing of such Tax Return, and each Shareholder Xxxxxx may review any such Tax Return prior to its filing with the appropriate Governmental Government Entity. TAM The Company shall consult with the Shareholders Xxxxxx and negotiate in good faith to resolve any issues arising as a result of the ShareholdersXxxxxx’ review of any such Tax Return. The Shareholders and TAM Xxxxxx, the Company and its Subsidiaries shall use all reasonable good faith efforts to resolve any issue in dispute as promptly as practicable possible, but in any event prior to the due date for the filing of any such Tax Return. In the event that an issue resulting from the review by a Shareholder Xxxxxx of any such Tax Return remains in dispute as of the due date for the filing of such Tax Return, such the Tax Return shall be filed with the appropriate Governmental Government Entity in accordance with the recommendation of the AccountantsCompany’s external tax advisors.

Access to Information, Audit and Inspection. (a) Each Shareholder and its Representatives shall have (and TAM Holdco I shall cause its Subsidiaries to provide such Shareholder and its Representatives with) full access at reasonable times and during normal business hours to all books and records for the TAM Group Holdco I and its Subsidiaries and their respective businesses (including those books and records pertaining to periods prior to the Effective Time), including the right to examine and audit any of such books and records and to make copies and extracts therefrom. Each Shareholder shall bear all expenses incurred by it and its Representatives in making any such examination on its behalf. TAM Holdco I shall, and shall cause each of its Subsidiaries to, make arrangements for each Shareholder and its Representatives to have prompt access at reasonable times and during normal business hours to its officers, board members directors and employees to discuss the business and affairs of the TAM Group Holdco I and its Subsidiaries and the books and records pertaining thereto. The provisions of this Section 3.05(a2.04(a) shall survive any termination of this Agreement and shall continue to apply to TAM Holdco I and its Subsidiaries and be enforceable by any a Shareholder regardless of whether such Shareholder ceases to beneficially own any shares of TAM Holdco I Voting Stock but only to the extent that such books and records and such access to officers, board members directors and other employees are reasonably requested by a Shareholder in connection with any pending Action involving such Shareholder or any of its Affiliates insofar as such matter relates to the business or affairs of TAM Holdco I and its Subsidiaries (including any matters relating to the business and affairs of any predecessor businesses, including matters relating to periods prior to the Effective Time).. ­SC1:2502057.9 (b) TAM Holdco I shall provide each Shareholder with copies of each completed annual tax return required by Law to be filed by TAM Holdco I or any of its Subsidiaries (each, a “Tax Return”) at least twenty business days prior to the due date (including any extensions of such due date) of the filing of such Tax Return, and each Shareholder may review any such Tax Return prior to its filing with the appropriate Governmental Entity. TAM Holdco I shall consult with the Shareholders and negotiate in good faith to resolve any issues arising as a result of the Shareholders’ review of any such Tax Return. The Shareholders and TAM Holdco I and its Subsidiaries shall use all reasonable good faith efforts to resolve any issue in dispute as promptly as practicable but in any event prior to the due date for the filing of any such Tax Return. In the event that an issue resulting from the review by a Shareholder of any such Tax Return remains in dispute as of the due date for the filing of such Tax Return, such Tax Return shall be filed with the appropriate Governmental Entity in accordance with the recommendation of the Accountants.

Access to Information, Audit and Inspection. (a) Each Shareholder and its Representatives shall have (and TAM shall cause its Subsidiaries to provide such Shareholder and its Representatives with) full access at reasonable times and during normal business hours to all books and records for the TAM Group and their respective businesses (including those books and records pertaining to periods prior to the Effective Time), including the right to examine and audit any of such books and records and to make copies and extracts therefrom. Each Shareholder shall bear all expenses incurred by it and its Representatives in making any such examination on its behalf. TAM shall, and shall cause each of its Subsidiaries to, make arrangements for each Shareholder and its Representatives to have prompt access at reasonable times and during normal business hours to its officers, board members and employees to discuss the business and affairs of the TAM Group and the books and records pertaining thereto. The provisions of this Section 3.05(a3.05 (a) shall survive any termination of this Agreement and shall continue to apply to TAM and its Subsidiaries and be enforceable by any Shareholder regardless of whether such Shareholder ceases to beneficially own any shares of TAM Stock but only to the extent that such books and records and such access to officers, board members and other employees are reasonably requested by a Shareholder in connection with any pending Action involving such Shareholder or any of its Affiliates insofar as such matter relates to the business or affairs of TAM and its Subsidiaries (including any matters relating to the business and affairs of any predecessor businesses, including matters relating to periods prior to the Effective Time). (b) TAM shall provide each Shareholder with copies of each completed annual tax return required by Law to be filed by TAM or any of its Subsidiaries (each, a “Tax Return”) at least twenty business days prior to the due date (including any extensions of such due date) of the filing of such Tax Return, and each Shareholder may review any such Tax Return prior to its filing with the appropriate Governmental Entity. TAM shall consult with the Shareholders and negotiate in good faith to resolve any issues arising as a result of the Shareholders’ review of any such Tax Return. The Shareholders and TAM and its Subsidiaries shall use all reasonable good faith efforts to resolve any issue in dispute as promptly as practicable but in any event prior to the due date for the filing of any such Tax Return. In the event that an issue resulting from the review by a Shareholder of any such Tax Return remains in dispute as of the due date for the filing of such Tax Return, such Tax Return shall be filed with the appropriate Governmental Entity in accordance with the recommendation of the Accountants.

Access to Information, Audit and Inspection. (a) Each Shareholder and its Representatives shall have (and TAM shall cause its Subsidiaries to provide such Shareholder and its Representatives with) full access at reasonable times and during normal business hours to all books and records for the TAM Group and their respective businesses (including those books and records pertaining to periods prior to the Effective Time), including the right to examine and audit any of such books and records and to make copies and extracts therefrom. Each Shareholder shall bear all expenses incurred by it and its Representatives in making any such examination on its behalf. TAM shall, and shall cause each of its Subsidiaries to, make arrangements for each Shareholder and its Representatives to have prompt access at reasonable times and during normal business hours to its officers, board members and employees to discuss the business and affairs of the TAM Group and the books and records pertaining thereto. The provisions of this Section 3.05(a) shall survive any termination of this Agreement and shall continue to apply to TAM and its Subsidiaries and be enforceable by any Shareholder regardless of whether such Shareholder ceases to beneficially own any shares of TAM Stock but only to the extent that such books and records and such access to officers, board members and other employees are reasonably requested by a Shareholder in connection with any pending Action involving such Shareholder or any of its Affiliates insofar as such matter relates to the business or affairs of TAM and its Subsidiaries (including any matters relating to the business and affairs of any predecessor businesses, including matters relating to periods prior to the Effective Time). (b) TAM shall provide each Shareholder with copies of each completed annual tax return required by Law to be filed by TAM or any of its Subsidiaries (each, a “Tax Return”) at least twenty business days prior to the due date (including any extensions of such due date) of the filing of such Tax Return, and each Shareholder may review any such Tax Return prior to its filing with the appropriate Governmental Entity. TAM shall consult with the Shareholders and negotiate in good faith to resolve any issues ­SC1:2501399.18 arising as a result of the Shareholders’ review of any such Tax Return. The Shareholders and TAM and its Subsidiaries shall use all reasonable good faith efforts to resolve any issue in dispute as promptly as practicable but in any event prior to the due date for the filing of any such Tax Return. In the event that an issue resulting from the review by a Shareholder of any such Tax Return remains in dispute as of the due date for the filing of such Tax Return, such Tax Return shall be filed with the appropriate Governmental Entity in accordance with the recommendation of the Accountants.

Access to Information, Audit and Inspection. (a) Each Shareholder and its Representatives shall have (and TAM Holdco I shall cause its Subsidiaries to provide such Shareholder and its Representatives with) full access at reasonable times and during normal business hours to all books and records for the TAM Group Holdco I and its Subsidiaries and their respective businesses (including those books and records pertaining to periods prior to the Effective Time), including the right to examine and audit any of such books and records and to make copies and extracts therefrom. Each Shareholder shall bear all expenses incurred by it and its Representatives in making any such examination on its behalf. TAM Holdco I shall, and shall cause each of its Subsidiaries to, make arrangements for each Shareholder and its Representatives to have prompt access at reasonable times and during normal business hours to its officers, board members directors and employees to discuss the business and affairs of the TAM Group Holdco I and its Subsidiaries and the books and records pertaining thereto. The provisions of this Section 3.05(a2.04(a) shall survive any termination of this Agreement and shall continue to apply to TAM Holdco I and its Subsidiaries and be enforceable by any a Shareholder regardless of whether such Shareholder ceases to beneficially own any shares of TAM Holdco I Voting Stock but only to the extent that such books and records and such access to officers, board members directors and other employees are reasonably requested by a Shareholder in connection with any pending Action involving such Shareholder or any of its Affiliates insofar as such matter relates to the business or affairs of TAM Holdco I and its Subsidiaries (including any matters relating to the business and affairs of any predecessor businesses, including matters relating to periods prior to the Effective Time). (b) TAM Holdco I shall provide each Shareholder with copies of each completed annual tax return required by Law to be filed by TAM Holdco I or any of its Subsidiaries (each, a “Tax Return”) at least twenty business days prior to the due date (including any extensions of such due date) of the filing of such Tax Return, and each Shareholder may review any such Tax Return prior to its filing with the appropriate Governmental Entity. TAM Holdco I shall consult with the Shareholders and negotiate in good faith to resolve any issues arising as a result of the Shareholders’ review of any such Tax Return. The Shareholders and TAM Holdco I and its Subsidiaries shall use all reasonable good faith efforts to resolve any issue in dispute as promptly as practicable but in any event prior to the due date for the filing of any such Tax Return. In the event that an issue resulting from the review by a Shareholder of any such Tax Return remains in dispute as of the due date for the filing of such Tax Return, such Tax Return shall be filed with the appropriate Governmental Entity in accordance with the recommendation of the Accountants.