Common use of GENERAL COOPERATION ON TAX MATTERS Clause in Contracts

GENERAL COOPERATION ON TAX MATTERS. (i) UbiquiTel Parent and the Xxxxx Representative agree to consult and resolve in good faith any issues arising in connection with the preparation or review of any Tax Return or the calculation of any Tax described in this Section 11.7. After the Xxxxx CLOSING, the Xxxxx Representative and UbiquiTel Parent shall, and shall cause their respective Affiliates to provide the requesting Party or its designee with such assistance as may reasonably be requested by such Party or its designee in connection with the preparation of any Tax Return, audit or judicial or administrative proceeding or determination relating to liability for Taxes of or with respect to UbiquiTel Parent (relating to Xxxxx or its subsidiaries), Xxxxx, or any of their Affiliates including access to the books and records, and the assistance of the officers and employees of Xxxxx and its subsidiaries. UbiquiTel Parent and the Xxxxx Stockholders acknowledge that any and all information obtained in connection with the preparation of any Tax Return, audit, or judicial or administrative proceeding or determination pursuant to this Section 11.7(d) is of a confidential nature and that all such information shall be used only for the purposes set forth in the immediately preceding sentence. (ii) So long as such action would not create any material liability for such Party, UbiquiTel Parent and the Xxxxx Representative further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce, or eliminate any Tax that could be imposed on a Member (including, but not limited to, with respect to the transactions contemplated hereby). (iii) UbiquiTel Parent and the Xxxxx Representative further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder.

GENERAL COOPERATION ON TAX MATTERS. (i) UbiquiTel Parent and the Xxxxx Representative agree to consult and resolve in good faith any issues arising in connection with the preparation or review of any Tax Return or the calculation of any Tax described in this Section 11.7. After the Xxxxx CLOSINGClosing, the Xxxxx Representative and UbiquiTel Parent shall, and shall cause their respective Affiliates to provide the requesting Party or its designee with such assistance as may reasonably be requested by such Party or its designee in connection with the preparation of any Tax Return, audit or judicial or administrative proceeding or determination relating to liability for Taxes of or with respect to UbiquiTel Parent (relating to Xxxxx or its subsidiaries), Xxxxx, or any of their Affiliates including access to the books and records, and the assistance of the officers and employees of Xxxxx and its subsidiaries. UbiquiTel Parent and the Xxxxx Stockholders acknowledge that any and all information obtained in connection with the preparation of any Tax Return, audit, or judicial or administrative proceeding or determination pursuant to this Section 11.7(d) is of a confidential nature and that all such information shall be used only for the purposes set forth in the immediately preceding sentence. (ii) So long as such action would not create any material liability for such Party, UbiquiTel Parent and the Xxxxx Representative further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce, or eliminate any Tax that could be imposed on a Member (including, but not limited to, with respect to the transactions contemplated hereby). (iii) UbiquiTel Parent and the Xxxxx Representative further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder.

GENERAL COOPERATION ON TAX MATTERS. (i) UbiquiTel Parent Parent, the Members, and each of the Xxxxx Representative agree Stockholders shall cooperate fully, as and to consult and resolve in good faith the extent reasonably requested by any issues arising other Party, in connection with the preparation filing of Tax Returns pursuant to this Section 11.6 and any audit, litigation or review other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. Each Member agrees (A) to retain all books and records with respect to Tax Return matters pertinent to the Member or its Stockholders relating to any taxable period beginning before the calculation Closing Date, until the expiration of the statute of limitations (and, to the extent notified by UbiquiTel Parent or a Stockholder, any Tax described in this Section 11.7extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to 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, to allow the other Party to take possession of such books and records. After the Xxxxx CLOSINGUbiquiTel Parent, the Xxxxx Representative Members and UbiquiTel Parent shall, each of the Stockholders acknowledge that any and shall cause their respective Affiliates to provide the requesting Party or its designee with such assistance as may reasonably be requested by such Party or its designee all information obtained in connection with the preparation of any Tax Return, audit or judicial or administrative proceeding or determination relating to liability for Taxes of or with respect to UbiquiTel Parent (relating to Xxxxx or its subsidiaries), Xxxxx, or any of their Affiliates including access to the books and records, and the assistance of the officers and employees of Xxxxx and its subsidiaries. UbiquiTel Parent and the Xxxxx Stockholders acknowledge that any and all information obtained in connection with the preparation of any Tax Return, audit, or judicial or administrative proceeding or determination pursuant to this Section 11.7(d) 11.6 is of a confidential nature and that all such information shall be used only for the purposes set forth in the immediately preceding sentencethis Section 11.6. (ii) So long as such action would not create any material liability for such Party, UbiquiTel Parent and the Xxxxx Representative each Stockholder further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce, or eliminate any Tax that could be imposed on a Member (including, but not limited to, with respect to the transactions contemplated hereby). (iii) UbiquiTel Parent and the Xxxxx Representative each Stockholder further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder.

GENERAL COOPERATION ON TAX MATTERS. (i) UbiquiTel Parent Parent, the Members, and each of the Xxxxx Representative agree Stockholders shall cooperate fully, as and to consult and resolve in good faith the extent reasonably requested by any issues arising other Party, in connection with the preparation filing of Tax Returns pursuant to this Section 11.6 and any audit, litigation or review other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. Each Member agrees (A) to retain all books and records with respect to Tax Return matters pertinent to the Member or its Stockholders relating to any taxable period beginning before the calculation CLOSING DATE, until the expiration of the statute of limitations (and, to the extent notified by UbiquiTel Parent or a Stockholder, any Tax described in this Section 11.7extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to 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, to allow the other Party to take possession of such books and records. After the Xxxxx CLOSINGUbiquiTel Parent, the Xxxxx Representative Members and UbiquiTel Parent shall, each of the Stockholders acknowledge that any and shall cause their respective Affiliates to provide the requesting Party or its designee with such assistance as may reasonably be requested by such Party or its designee all information obtained in connection with the preparation of any Tax Return, audit or judicial or administrative proceeding or determination relating to liability for Taxes of or with respect to UbiquiTel Parent (relating to Xxxxx or its subsidiaries), Xxxxx, or any of their Affiliates including access to the books and records, and the assistance of the officers and employees of Xxxxx and its subsidiaries. UbiquiTel Parent and the Xxxxx Stockholders acknowledge that any and all information obtained in connection with the preparation of any Tax Return, audit, or judicial or administrative proceeding or determination pursuant to this Section 11.7(d) 11.6 is of a confidential nature and that all such information shall be used only for the purposes set forth in the immediately preceding sentencethis Section 11.6. (ii) So long as such action would not create any material liability for such Party, UbiquiTel Parent and the Xxxxx Representative each Stockholder further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce, or eliminate any Tax that could be imposed on a Member (including, but not limited to, with respect to the transactions contemplated hereby). (iii) UbiquiTel Parent and the Xxxxx Representative each Stockholder further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder.