Tax Materials. For the avoidance of doubt, neither the Company nor any other Member shall be permitted to review any of the GM Investor’s tax returns, workpapers or other tax information (“Tax Materials”), or any Tax Materials of or related to the GM Consolidated Group.
Tax Materials. On the Effective Date, CEC and CEOC, as applicable, shall provide copies of all Tax Materials in their possession to the REIT. Following the Effective Date, CEC and CEOC, as applicable, shall provide drafts of any Tax Materials that are prepared after the Effective Date to the REIT for its review and comment a commercially reasonable period of time, but in no event less than 15 days, prior to submission to the IRS or execution of such Tax Materials, as applicable. The Parties shall negotiate in good faith to resolve all disputed issues.
Tax Materials. Upon receipt of any draft Tax Materials after the date hereof, UWWH shall (i) promptly examine such draft Tax Materials, and (ii) promptly propose any changes needed to make all facts presented and representations made relating to UWWH, its Subsidiaries and its shareholders in such draft Tax Materials true, correct and complete and (to the knowledge of UWWH) all other facts presented and representations made in such draft Tax Materials true, correct and complete. UWWH shall notify IP within five (5) days of the receipt of such draft Tax Materials (or such shorter time as may be necessary to comply with deadlines imposed by any Taxing Authority) if UWWH believes that any facts presented or representations made in such draft Tax Materials are not true, correct or complete, it being understood that if UWWH fails to notify IP within such period and IP notifies UWWH of such failure pursuant to Section 8.18, then UWWH shall be deemed to have represented and warranted that all such facts presented and representations made relating to UWWH, its Subsidiaries and its shareholders in such draft Tax Materials are true, correct and complete and (to the knowledge of UWWH) all other facts presented and representations made in such draft Tax Materials are true, correct and complete, unless UWWH notifies IP within two (2) days of the receipt of notice of such failure.
Tax Materials. Each of OPC and CRC hereby represents and warrants or covenants and agrees, as appropriate, that (i) it has examined (A) drafts of the Officer’s Certificate and (B) any other materials delivered by OPC or CRC in connection with obtaining the Tax Opinion or submitting the Private Letter Ruling Request ((A) and (B), collectively, the “Draft Tax Materials”), (ii) it has updated through and including the date of the Second Distribution the Draft Tax Materials deliverable by OPC or CRC (as updated, the “Final Tax Materials”), and (iii) the facts to be presented and the representations to be made in the Final Tax Materials are and will be, from the time presented or made through and including the time of the Final Distribution, true, correct and complete in all respects.
Tax Materials. Each of NRG on the one hand, and GenOn on the other hand, shall provide the other with all documents and information, and make available employees and officers, as reasonably requested by the other party, on a mutually convenient basis during normal business hours, to aid the other party in preparing any Tax Return described in this Article II or participating in a Tax Proceeding or contest described in Article IV.
Tax Materials. Voyager has (i) examined the draft Tax Materials, and (ii) proposed any changes needed to make all facts presented and representations made relating to Voyager, its Subsidiaries and its shareholders in such draft Tax Materials true, correct and complete and (to the knowledge of Voyager) all other facts presented and representations made in such draft Tax Materials true, correct and complete. Voyager shall have notified Harbor by the date hereof if Voyager believes that any facts presented or representations made in such draft Tax Materials are not true, correct or complete, it being understood that if Voyager has failed to notify Harbor within such period and Harbor has notified Voyager of such failure, then Voyager shall be deemed to have represented and warranted that all such facts presented and representations made relating to Voyager, its Subsidiaries and its shareholders in such draft Tax Materials are true, correct and complete and (to the knowledge of Voyager) all other facts presented and representations made in such draft Tax Materials are true, correct and complete. Voyager agrees to provide such supplemental representations and warranties as are reasonably requested by Harbor or Spinco in connection with Xxxxx Xxxxxx and Spinco obtaining the Opinions.
Tax Materials. Each of Oil States and Civeo hereby represents and warrants or covenants and agrees, as appropriate, that (i) it has examined (A) drafts of the Officer’s Certificate and (B) any other materials delivered by Oil States or Civeo in connection with obtaining the Tax Opinion or submitting the Private Letter Ruling Request ((A) and (B), collectively, the “Draft Tax Materials”), (ii) it will update through and including the Distribution Date the Draft Tax Materials deliverable by Oil States or Civeo (as updated, the “Final Tax Materials”), and (iii) the facts to be presented and the representations to be made in the Final Tax Materials are and will be, from the time presented or made through and including the time of the Distribution, true, correct and complete in all respects.
Tax Materials. For the avoidance of doubt, the Parties shall have had the opportunity to review drafts of the facts represented and representations made with respect to the Tax Materials and to provide reasonable comments, which shall be considered in good faith.
Tax Materials. Each of Forest and Lone Pine hereby represents and warrants or covenants and agrees, as appropriate, that (i) it has examined (A) drafts of the U.S. Officer’s Certificate and the Canadian Officer’s Certificate, and (B) any other materials delivered by Forest or Lone Pine in connection with obtaining the U.S. Tax Opinion, the Canadian Tax Opinion, or submitting the Private Letter Ruling Request ((A) and (B), collectively, the “Draft Tax Materials”), (ii) it will update through and including the Distribution Date the Draft Tax Materials deliverable by Forest or Lone Pine (as updated, the “Final Tax Materials”), and (iii) the facts to be presented and the representations to be made in the Final Tax Materials are and will be, from the time presented or made through and including the time of the Distribution, true, correct and complete in all respects.
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