AND ALL
APPLICABLE TAX PURPOSES TO MILLER, WHETHER UNDER THE OPERATING AGREEMENT OR
OTHERWISE.
THE SHAREHOLDER TO WHOM A DEDUCTION IS ALLOCATED PURSUANT TO THIS
SECTION 11.01(C) SHALL BE TREATED AS HAVING MADE A CAPITAL CONTRIBUTION TO THE
COMPANY IMMEDIATELY PRIOR TO THE TIME AT WHICH THE DEDUCTION ARISES, IN AN
AMOUNT EQUAL TO THE DEDUCTION SO ALLOCATED TO SUCH SHAREHOLDER.
SECTION 11.02
COOPERATION AND EXCHANGE OF INFORMATION.
(A)
THE PARTIES AND THEIR RESPECTIVE AFFILIATES SHALL REASONABLY
COOPERATE IN THE PREPARATION OF ALL TAX RETURNS FOR ANY TAX PERIODS FOR WHICH
ONE PARTY COULD REASONABLY
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REQUIRE THE ASSISTANCE OF THE OTHER PARTY IN OBTAINING ANY REASONABLY RELEVANT
INFORMATION.
SUCH COOPERATION AND INFORMATION SHALL INCLUDE PROVISION OF POWERS
OF ATTORNEY FOR THE PURPOSE OF SIGNING TAX RETURNS AND PROMPTLY FORWARDING
COPIES OF APPROPRIATE NOTICES AND FORMS OR OTHER COMMUNICATIONS RECEIVED FROM OR
SENT TO ANY TAXING AUTHORITY WHICH RELATE TO ANY OF THE COMPANY OR ITS
SUBSIDIARIES, AND PROVIDING COPIES OF ALL RELEVANT TAX RETURNS, TOGETHER WITH
ACCOMPANYING SCHEDULES AND RELATED WORKPAPERS, DOCUMENTS RELATING TO RULINGS OR
OTHER DETERMINATIONS BY ANY TAXING AUTHORITY AND RECORDS CONCERNING THE
OWNERSHIP AND TAX BASIS OF PROPERTY, WHICH THE PARTY RECEIVING THE REQUEST MAY
POSSESS.
THE PARTIES AND THEIR RESPECTIVE AFFILIATES SHALL MAKE THEIR
RESPECTIVE EMPLOYEES AND FACILITIES AVAILABLE ON A MUTUALLY CONVENIENT BASIS TO
PROVIDE EXPLANATION OF ANY DOCUMENTS OR INFORMATION PROVIDED HEREUNDER.
THE
PARTIES SHALL COORDINATE 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 THE COMPANY (INCLUDING WITH
RESPECT TO THE CONTEMPLATED TRANSACTIONS).
(B)
THE COMPANY AND ITS SUBSIDIARIES SHALL RETAIN ALL TAX RETURNS,
BOOKS AND RECORDS (INCLUDING COMPUTER FILES) OF, OR WITH RESPECT TO THE
ACTIVITIES OF, THE COMPANY AND ITS SUBSIDIARIES FOR ALL TAXABLE PERIODS ENDING
AFTER THE CLOSING DATE FOR A PERIOD OF AT LEAST TEN (10) YEARS AFTER THE FILING
OF THE TAX RETURN FOR SUCH TAXABLE PERIOD.
(C)
FOR A PERIOD OF SIX (6) YEARS AFTER THE CLOSING DATE OR SUCH
LONGER PERIOD AS MAY BE REQUIRED BY LAW, CBC AND MILLER OR THEIR RESPECTIVE
AFFILIATES SHALL RETAIN (AND NOT DESTROY OR DISPOSE OF) ALL TAX RETURNS
(INCLUDING SUPPORTING MATERIALS), BOOKS AND RECORDS (INCLUDING COMPUTER FILES)
OF, OR WITH RESPECT TO THE TAXES OF, THEIR RESPECTIVE PORTIONS OF THE MILLER
BUSINESS OR THE COORS BUSINESS (AS THE CASE MAY BE) FOR ALL TAXABLE PERIODS
ENDING ON OR PRIOR TO THE CLOSING DATE TO THE EXTENT CBC, MILLER OR THEIR
RESPECTIVE AFFILIATES HELD SUCH ITEMS ON THE CLOSING DATE AND DID NOT DELIVER
SUCH RECORDS TO THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY.
AFTER SUCH
RETENTION PERIOD, CBC, MILLER AND THEIR RESPECTIVE AFFILIATES SHALL NOT DISPOSE
OF ANY SUCH TAX RETURNS OR BOOKS OR RECORDS UNLESS THEY FIRST OFFER IN WRITING
SUCH TAX RETURNS OR BOOKS AND RECORDS TO THE COMPANY AND THE COMPANY FAILS TO
ACCEPT SUCH OFFER WITHIN 30 DAYS OF