Tax Information Rights. Within forty-five (45) days of each distribution made by the Company to its Members, the Managing Member shall use commercially reasonable efforts to cause the Company to provide to such Members a reasonable estimate of the extent to which such distribution would constitute a dividend, within the meaning of Section 316 of the Code, and an estimate as to the extent any such dividends are “interest related” or “short term capital gain” dividends for purposes of Section 871(k) of the Code. Within seventy-five (75) days of the close of each taxable year, the Company shall use commercially reasonable efforts to deliver final information as to such matters to its Members with respect to the prior taxable year.
Tax Information Rights. Each Rollover Shareholder shall and shall procure that there is provided and afforded to the Company and its duly authorized agents any document or other information or assistance as the Company reasonably requires to enable it or any Affiliate to comply with its own Tax obligations or facilitate the management or settlement of its own Tax affairs. The Company shall and shall procure that there is provided and afforded to each Shareholder and its duly authorized agents any document or other information or assistance as such Shareholder reasonably requests, where such document, information or assistance is necessary to enable it to comply with its own Tax obligations or facilitate the management or settlement of its own Tax affairs.
Tax Information Rights. 17.1 If Uber or any of its Affiliates determines that it is subject to U.S. information and reporting requirements that require the disclosure of information about Yandex, any Affiliate of Yandex (including MLU, SDG and the Demerged Entities) or the transactions of Yandex or any of its Affiliates, in each case that relate to the period prior to or following the Initial Closing and that are not readily available to Uber, Yandex agrees to provide such information to Uber at its expense as may be reasonably necessary to allow Uber or such Affiliate to fulfil its U.S. tax filing and reporting obligations (including without limitation, any Specified U.S. Tax Reporting Information). Yandex will use reasonable endeavors to comply with all record-keeping, reporting, and other reasonable requests that are made by Uber and are reasonably necessary for Uber and its Affiliates to comply with any applicable U.S. tax law or to allow Uber or any Affiliate of Uber to comply with the applicable provisions of U.S. tax law with respect to the direct or indirect ownership of Yandex; provided, that Uber shall bear the reasonable and documented out-of-pocket third-party expenses of Yandex incurred in connection with the preparation of such request(s) (provided, however, that Yandex will notify Uber before incurring any such costs). To the extent that such information includes Yandex Competitively Sensitive Information, it shall be provided to Uber in compliance with a competition law protocol to be implemented by the parties. Uber’s rights under this Clause 17.1 shall not terminate prior to the completion of all applicable tax filings by Uber and its Affiliates with respect to the taxable year including the Call Option Closing.
17.2 Yandex shall use all reasonable commercial endeavours to procure that an analysis of the material tax consequences of the Demerger in each of Israel, Armenia, Belarus and Kazakhstan, prepared by appropriate outside Tax counsel and/or a member of the “Big Four” (or, where appropriate, a reputable national firm), in form and substance reasonably acceptable to Uber, be provided to Uber prior to the Demerger Shares Closing.
Tax Information Rights. The Tax Compliance Person shall provide to any Shareholder such information as any such Shareholder may reasonably request at any time or from time to time in order to permit such Shareholder (i) to determine whether any member of the Group has been or may become a “passive foreign investment company” (a “PFIC”) or a “controlled foreign corporation” (or a corporation having a similar status) (“CFC”) for purposes of the IRC, (ii) to determine the consequences to such Shareholder or any of its direct or indirect investors of such status, and (iii) all such other information that is reasonably requested or necessary for such Shareholder, or any direct or indirect investor in such Shareholder, to duly complete and file its tax returns and, if any member of the Group is determined to be a PFIC, the Tax Compliance Person shall provide to the Shareholders such information reasonably necessary to make or maintain any election available under the IRC related to PFIC status, including a “qualified electing fund” (“QEF”) election. Information necessary to permit the Shareholders (or their direct or indirect shareholders) to make a QEF election with respect to any member of the Group shall be provided to the Shareholders as soon as reasonably practicable after the end of each Financial Year and in no event later than the next March 1st following the end of each Financial Year of the relevant member of the Group for which it is determined that such an election may be made. Each Shareholder shall, upon request, provide to the Tax Compliance Person such documentation and any other information on it and its direct or indirect owners as is reasonably requested or required in order for any member of the Group to (i) satisfy any applicable tax reporting or compliance requirements, (ii) reduce or eliminate withholding or other taxes, (iii) duly complete and file any tax returns and/or (iii) make any claims or elections in respect of tax.
Tax Information Rights. Upon request of a Securityholder, the Company shall (and each Securityholder shall use reasonable endeavours to procure that the Company shall) provide such Securityholder (at such Securityholder’s cost, which in the case of a joint request by the Securityholders (or any number of them) may be shared between them) with such information and records as the Securityholder may reasonably request, and make such of its officers, directors, employees and agents available as may be reasonably requested by such Securityholder, so that such Securityholder can obtain any information with respect to the Group that it needs in order to timely make any determination necessary for the purpose of filing any applicable tax return, complying with any tax reporting requirement (including pursuant to any Information Reporting Regimes), making any payment of tax, providing such tax information to its direct or indirect owners as it may be required to do, or conducting its defence of, or participation in, any tax audit or controversy. The Company shall (and each Securityholder shall use reasonable endeavours to procure that the Company shall) use reasonable endeavours to address any such Securityholder request for information or assistance promptly and having regard to any specific timing requirement which may be communicated by the Securityholder, and in any event the Company shall use reasonable endeavours to provide the relevant information within 60 days of the Securityholder’s request or, if so requested by the Securityholder, within 60 days of the end of the relevant taxable period.
