Common use of TAX RETURNS; COOPERATION; DOCUMENT RETENTION; CONFIDENTIALITY Clause in Contracts

TAX RETURNS; COOPERATION; DOCUMENT RETENTION; CONFIDENTIALITY. (a) Provision of Cooperation, Documents and Other Information. Upon the reasonable request of any party to this Agreement, Realty and Marketing shall provide (and shall cause the members of their respective Affiliated Groups to provide) the requesting party, promptly upon request, with such cooperation and assistance, documents, and other information, without charge, as may reasonably be requested by such party in connection with (i) the preparation and filing of any original or amended Tax Return, (ii) the conduct of any audit or other examination or any judicial or administrative proceeding involving to any extent Taxes or Tax Returns within the scope of this Agreement, or (iii) the verification by a party of an amount payable hereunder to, or receivable hereunder from, another party. Such cooperation and assistance shall include, without limitation: (i) the provision on demand of books, records, Tax Returns, documentation or other information relating to any relevant Tax Return; (ii) the execution of any document that may be necessary or reasonably helpful in connection with the filing of any Tax Return, or in connection with any audit, proceeding, suit or action of the type generally referred to in the preceding sentence, including, without limitation, the execution of powers of attorney and extensions of applicable statutes of limitations, with respect to Tax Returns which Realty may be obligated to file on behalf of Marketing Members pursuant to Section 2(a); (iii) the prompt and timely filing of appropriate claims for refund; and (iv) the use of reasonable efforts to obtain any documentation from a governmental authority or a third party that may be necessary or helpful in connection with the foregoing. Each party shall make its employees and facilities available on a mutually convenient basis to facilitate such cooperation.

TAX RETURNS; COOPERATION; DOCUMENT RETENTION; CONFIDENTIALITY. (a) Provision of CooperationPROVISION OF COOPERATION, Documents and Other InformationDOCUMENTS AND OTHER INFORMATION. Upon the reasonable request of any party to this Agreement, Realty and Marketing the parties agree that, with respect to any matter directly related to any SNH Party or any CLJ Party, or any matter directly related to any Affiliate controlled by any SNH Party or any CLJ Party, they shall provide (and shall cause the members of their respective Affiliated Groups Affiliates to provide) the requesting party, promptly upon request, with such cooperation and assistance, access to documents, and other information, without charge, as may reasonably be requested by such party in connection with (i) the preparation and filing of any original or amended Tax Return, (ii) the conduct of any audit or other examination or any judicial or administrative proceeding involving to any extent Taxes or Tax Returns within the scope of this AgreementReturns, or (iii) the verification by a party of an amount payable hereunder to, or receivable hereunder from, another party. Such cooperation and assistance shall include, without limitation: (i) the prompt provision on demand (which shall be within fourteen (14) days after a request or, if not within such fourteen-day period, as soon as possible thereafter using all commercially reasonable efforts) of books, records, Tax Returns, documentation or other information relating to any relevant Tax Return; (ii) the execution of any document that may be necessary or reasonably helpful in connection with the filing of any Tax Return, or in connection with any audit, proceeding, suit or action of the type generally referred to in the preceding sentence, including, without limitation, the execution of powers of attorney and extensions of applicable statutes of limitations, with respect to Tax Returns which Realty any party may be obligated to file on behalf of Marketing Members (but for which the other party bears full or partial responsibility for Taxes) pursuant to Section 2(a); (iii) the prompt and timely filing of appropriate claims for refund; and (iv) the use of reasonable efforts to obtain any documentation from a governmental authority or a third party that may be necessary or helpful in connection with the foregoing. Each party shall make reasonable efforts to make available its employees and facilities available on a mutually convenient basis to facilitate such cooperation. Notwithstanding anything in this Section 5(a) to the contrary, CLJ shall not have any responsibility to provide any SNH Party any Host Marriott Tax Information (or Forum Tax Information), which information the SNH Parties shall seek directly from Host Marriott (or MII and Services) to the extent provided for in the HM/CLJ Tax Sharing Agreement (or in the Forum/MI Tax Matters Agreement), provided, however, that at the written request of an SNH Party, each CLJ Party agrees to cooperate in good faith with the SNH Parties in their effort to obtain such Host Marriott Tax Information (or Forum Tax Information) from Host Marriott (or MII and Services) pursuant to the terms of the Host Marriott Tax Matters Agreement (or the Forum/MI Tax Matters Agreement).

TAX RETURNS; COOPERATION; DOCUMENT RETENTION; CONFIDENTIALITY. (a) Provision of Cooperation, Documents and Other Information. Upon the reasonable request of any party to this Agreement, Realty and Marketing shall provide (and shall cause the members of their respective Affiliated Groups to provide) the requesting party, promptly upon request, with such cooperation and assistance, documents, and other information, without charge, as may reasonably be requested by such party in connection with (i) the preparation and filing of any original or amended Tax Return, (ii) the conduct of any audit or other examination or any judicial or administrative proceeding involving to any extent Taxes or Tax Returns within the scope of this Agreement, or (iii) the verification by a party of an amount payable hereunder to, or receivable hereunder from, another party. Such cooperation and assistance shall include, without limitation: (i) the provision on demand of books, records, Tax Returns, documentation or other information relating to any relevant Tax Return; (ii) the execution of any document that may be necessary or reasonably helpful in connection with the filing of any Tax Return, or in connection with any audit, proceeding, suit or action of the type generally referred to in the preceding sentence, including, without limitation, the execution of powers of attorney and extensions of applicable statutes of limitations, with respect to Tax Returns which Realty may be obligated to file on behalf of Marketing Members pursuant to Section 2(a); (iii) the prompt and timely filing of appropriate claims for refund; and (iv) the use of reasonable efforts to obtain any documentation from a governmental authority or a third party that may be necessary or helpful in connection with the foregoing. Each party shall make its employees and facilities available on a mutually convenient basis to facilitate such cooperation. (b) Retention of Books and Records. Realty, each Realty Member, Marketing and each Marketing Member shall retain or cause to be retained all Tax Returns, and all books, records, schedules, workpapers, and other documents relating thereto, until the expiration of the later of (i) all applicable statutes of limitations (including any waivers or extensions thereof), and (ii) any retention period required by law or pursuant to any record retention agreement. The parties hereto shall notify each other in writing of any waivers, extensions or expirations of applicable statutes of limitations. The parties shall provide written notice of any intended destruction of the documents referred to in this subsection. A party giving such a notification shall not dispose of any of the foregoing materials without first offering to transfer possession thereof to all notified parties.

TAX RETURNS; COOPERATION; DOCUMENT RETENTION; CONFIDENTIALITY. (a) Provision of CooperationPROVISION OF COOPERATION, Documents and Other InformationDOCUMENTS AND OTHER INFORMATION. Upon the reasonable request of any party to this Agreement, Culbro and Realty and Marketing shall provide (and shall cause the members of their respective Affiliated Groups to provide) the requesting party, promptly upon request, with such cooperation and assistance, documents, and other information, without charge, as may reasonably be requested by such party in connection with (i) the preparation and filing of any original or amended Tax Return, (ii) the conduct of any audit or other examination or any judicial or administrative proceeding involving to any extent Taxes or Tax Returns within the scope of this Agreement, or (iii) the verification by a party of an amount payable hereunder to, or receivable hereunder from, another party. Such cooperation and assistance shall include, without limitation: (i) the provision on demand of books, records, Tax Returns, documentation or other information relating to any relevant Tax Return; (ii) the execution of any document that may be necessary or reasonably helpful in connection with the filing of any Tax Return, or in connection with any audit, proceeding, suit or action of the type generally referred to in the preceding sentence, including, without limitation, the execution of powers of attorney and extensions of applicable statutes of limitations, with respect to Tax Returns which Realty Culbro may be obligated to file on behalf of Marketing Realty Members pursuant to Section 2(a); (iii) the prompt and timely filing of appropriate claims for refund; and (iv) the use of reasonable efforts to obtain any documentation from a governmental authority or a third party that may be necessary or helpful in connection with the foregoing. Each party shall make its employees and facilities available on a mutually convenient basis to facilitate such cooperation.

TAX RETURNS; COOPERATION; DOCUMENT RETENTION; CONFIDENTIALITY. (a) Provision of Cooperation, Documents and Other Information. Upon the reasonable request of any party to this Agreement, Realty Host Marriott and Marketing Services shall provide (and shall cause the members of their respective Affiliated Groups to provide) the requesting party, promptly upon request, with such cooperation and assistance, documents, and other information, without charge, as may reasonably be requested by such party in connection with (i) the preparation and filing of any original or amended Tax Return, (ii) the conduct of any audit or other examination or any judicial or administrative proceeding involving to any extent Taxes or Tax Returns within the scope of this Agreement, or (iii) the verification by a party of an amount payable hereunder to, or receivable hereunder from, another party. Such cooperation and assistance shall include, without limitation: (i) the provision on demand of books, records, Tax Returns, documentation or other information relating to any relevant Tax Return; (ii) the execution of any document that may be necessary or reasonably helpful in connection with the filing of any Tax Return, or in connection with any audit, proceeding, suit or action of the type generally referred to in the preceding sentence, including, without limitation, the execution of powers of attorney and extensions of applicable statutes of limitations, with respect to Tax Returns which Realty Host Marriott may be obligated to file on behalf of Marketing Services Members pursuant to Section 2(a); (iii) the prompt and timely filing of appropriate claims for refund; and (iv) the use of reasonable best efforts to obtain any documentation from a governmental authority or a third party that may be necessary or helpful in connection with the foregoing. Each party shall make its employees and facilities available on a mutually convenient basis to facilitate such cooperation.