Provision of Filing Information. Each party shall cooperate and assist the other party in the preparation and filing of all Tax and Information Returns subject to Section 2(a) and submit to the other party (i) all necessary filing information in a manner consistent with past Tax Practices and (ii) all other information reasonably requested by the other party in connection with the preparation of such Tax and Information Returns promptly after such request.
Provision of Filing Information. Each party shall cooperate with the Responsible Party in the preparation and filing of all Tax Returns relating to Pre-Distribution Tax Periods and Straddle Periods, including by providing the Responsible Party with (a) all necessary filing information in a manner consistent with past Tax Practices, (b) all other information reasonably requested in connection with the preparation of such Tax Returns, including permission to copy any applicable documents, and (c) such other assistance reasonably necessary or requested for the filing of such Tax Returns.
Provision of Filing Information. AMO (or Allergan, as the case may be) shall cooperate and assist Allergan (or AMO) in the preparation and filing of all Tax Returns subject to Section 2.1 and any tax planning related thereto, and shall submit to Allergan (or AMO) (i) all necessary filing information in a manner consistent with past Tax Practices and (ii) all other information reasonably requested by Allergan (or AMO) in connection with the preparation of such Tax Returns and any such tax planning promptly after such request, including permission to copy any applicable documents. In particular, with respect to any Tax Return described in Section 2(a)(ii) that relates to an AMO Member, AMO shall sign the Tax Return as prepared by Allergan and shall otherwise cooperate with Allergan so as to enable Allergan to file the Tax Return on behalf of AMO. It is expressly understood and agreed that Allergan's (or AMO's) ability to discharge its Tax Return preparation and filing responsibilities is contingent upon AMO (or Allergan) providing Allergan (or AMO) with all cooperation, assistance and information reasonably necessary or requested for the filing of such Tax Returns and that AMO (or Allergan) shall indemnify Allergan (or AMO), if, and to the extent that, Taxes are increased as a result of material inaccuracies in such information or failures to provide such information and assistance on a timely basis.
Provision of Filing Information. With respect to any matter directly related to any Acquired Company, or any Tax Return or Information Return that is to be filed by any SNH Party or CLJ Party, each party to this Agreement shall cooperate and assist the other party in connection with the preparation and filing of all Tax Returns and Information Returns that are required to be filed by a specified party pursuant to Section 2(a), including providing the party required to file such Tax Returns and Information Returns with (i) all necessary filing information in a manner consistent with past Tax Practices (whether or not a Tax Return or Information Return has previously been filed with respect to any Acquired Company) and (ii) all other information reasonably requested in connection with the preparation of such Tax Returns and Information Returns by the party responsible for preparing and filing such returns, in each case promptly after such request (which shall be within fourteen (14) days after such request or, if not within such fourteen-day period, as soon as possible thereafter using all commercially reasonable efforts) and to the extent such information is in the possession of the party from which it is requested or can be obtained by the party for which it is requested with commercially reasonable efforts by that party. CLJ and SNH agree that (a) within 60 days after the Closing Date, CLJ shall provide SNH with all records, schedules, data, work product and other information then in the possession of CLJ (or any Affiliate of CLJ) that represent work done as of such date relating to the preparation of consolidated tax basis balance sheets for the Acquired Companies as of the Closing Date, (b) from and after 60 days after the Closing Date, CLJ shall provide SNH, within 14 days after SNH's request, any information in the possession of CLJ or its Affiliates reasonably deemed necessary by SNH (or SNH's Representative) to complete such consolidated tax basis balance sheets, and (c) CLJ shall assist, and cooperate with, SNH (or SNH's Representative) during the preparation of such consolidated tax basis balance sheets. Notwithstanding anything in this Section 2(b) to the contrary, CLJ shall not have any responsibility to provide to any SNH Party any Host Marriott Tax Information or Forum Tax Information, which information the SNH Parties shall seek directly from Host Marriott to the extent provided for in the Host Marriott Tax Matters Agreement (or from MII and Services pursuant to the Forum/MI...
Provision of Filing Information. Hi/fn (or the Company, as the case may be) shall cooperate and assist the Company (or Hi/fn) in the preparation and filing of all Tax Returns subject to Section 2(a) and submit to the Company (or Hi/fn) (x) all necessary filing information in a manner consistent with past Tax Practices and (y) all other information reasonably requested by the Company (or Hi/fn) in connection with the preparation of such Tax Returns promptly after such request. It is expressly understood and agreed that the Company's (or Hi/fn's) ability to discharge its Tax Return preparation and filing responsibilities is contingent upon Hi/fn (or the Company) providing the Company (or Hi/fn) with all cooperation, assistance and information reasonably necessary or requested for the filing of such Income Tax Returns and that Hi/fn (or the Company) shall indemnify the Company (or Hi/fn) against any and all liability for Tax Increases (as defined below), and the Company's (or Hi/fn's) indemnification obligations of Section 3 shall not apply, if, and to the extent that, Taxes are increased as a result of material inaccuracies in such information or of failures to provide such information and assistance (with the amount of such resulting increase in Taxes referred to as the "Tax Increase").
Provision of Filing Information. Subsidiary (or Parent, as the case may be) shall cooperate in good faith and assist Parent (or Subsidiary) in the preparation and filing of all Tax Returns and submit to Parent (or Subsidiary) (i) all necessary filing information in a manner consistent with past Tax Practices, and (ii) all other information reasonably requested by Parent (or Subsidiary) in connection with the preparation of such Tax Returns promptly after such request. It is expressly understood and agreed that Parent’s (or Subsidiary’s) ability to discharge its Tax Return preparation and filing responsibilities is contingent upon Subsidiary (or Parent) providing Parent (or Subsidiary) with all cooperation, assistance and information reasonably necessary or requested for the filing of such Income Tax Returns; and that Subsidiary (or Parent) shall indemnify Parent (or Subsidiary) if, and to the extent that, Taxes are increased as a result of material inaccuracies in such information or failures to provide such information and assistance on a timely basis.
Provision of Filing Information. Each Party shall cooperate with the Responsible Party in the preparation and filing of all Tax Returns relating to Pre-Distribution Tax Periods and Straddle Periods, including by providing the Responsible Party with (a) all necessary filing information in a manner consistent with past Tax Practices, (b) all other information reasonably requested in connection with the preparation of such Tax Returns, including permission to copy any applicable documents, and (c) such other assistance reasonably necessary or requested for the filing of such Tax Returns. Any information or documents required or reasonably requested by the Responsible Party to prepare any Tax Return shall be provided in such form as the Responsible Party reasonably requests and in sufficient time for such Tax Returns to be filed on a timely basis; provided, that, this Section 2.2 shall not apply to information governed by Section 2.11.
Provision of Filing Information. Park Place (or Hilton, as the case may be) shall cooperate and assist Hilton (or Park Place) in the preparation and filing of all Tax and Information Returns subject to Section 2.1 and any tax planning related thereto, and shall submit to Hilton (or Park Place) (i) all necessary filing information in a manner consistent with past Tax Practices and (ii) all other information reasonably requested by Hilton (or Park Place) in connection with the preparation of such Tax Returns and any such tax planning promptly after such request, including permission to copy any applicable documents. It is expressly understood and agreed that Hilton's (or Park Place's) ability to discharge its Tax and Information Return preparation and filing responsibilities is contingent upon Park Place (or Hilton) providing Hilton (or Park Place) with all cooperation, assistance and information reasonably necessary or requested for the filing of such Tax and Information Returns and that Park Place (or Hilton) shall indemnify Hilton (or Park Place), if, and to the extent that, Taxes are increased as a result of material inaccuracies in such information or failures to provide such information and assistance on a timely basis.
Provision of Filing Information. Gaming Co. (or Hilton, as the case may be) shall cooperate and assist Hilton (or Gaming Co.) in the preparation and filing of all Tax and Information Returns subject to Section 2.1 and any tax planning related thereto, and shall submit to Hilton (or Gaming Co.) (i) all necessary filing information in a manner consistent with past Tax Practices and (ii) all other information reasonably requested by Hilton (or Gaming Co.) in connection with the preparation of such Tax Returns and any such tax planning promptly after such request, including permission to copy any applicable documents. It is expressly understood and agreed that Hilton's (or Gaming Co.'s) ability to discharge its Tax and Information Return preparation and filing responsibilities is contingent upon Gaming Co. (or Hilton) providing Hilton (or Gaming Co.) with all cooperation, assistance and information reasonably necessary or requested for the filing of such Tax and Information Returns and that Gaming Co. (or Hilton) shall indemnify Hilton (or Gaming Co.), if, and to the extent that, Taxes are increased as a result of material inaccuracies in such information or failures to provide such information and assistance on a timely basis.
Provision of Filing Information. The Company (or Parent, as the case may be) shall cooperate and assist Parent (or the Company) in the preparation and filing of all Tax Returns and Information Returns subject to Section 3.1 and submit to Parent (or the Company) (i) all necessary filing information in a manner consistent with past Tax Practices and, in no event, later than sixty (60) days after the Closing Date and (ii) all other information reasonably requested by Parent (or the Company) in connection with the preparation of such Tax Returns and Information Returns promptly after such request. It is expressly understood and agreed that Parent's (or the Company s) ability to discharge its Tax Return and Information Return preparation and filing responsibilities is contingent upon the Company (or Parent) providing Parent (or the Company) with all cooperation, assistance and information reasonably necessary or requested for the filing of such Tax Returns and Information Returns and that the Company (or Parent) shall indemnify Parent (or the Company), and Parent's (or the Company ) indemnification obligations of Article IV shall not
