WOULD AFFECT A
TRANSFEROR, OR A TRANSFEROR RECEIVES WRITTEN NOTICE OF ANY TAX MATTER WITH
RESPECT TO METRÓPOLIS OR PROSER THAT WOULD AFFECT VTR, METRÓPOLIS OR PROSER, THE
PARTY RECEIVING SUCH WRITTEN NOTICE MUST PROMPTLY NOTIFY THE PARTY THAT COULD BE
AFFECTED BY SUCH TAX MATTER; PROVIDED, HOWEVER, THAT THE FAILURE OF ANY PARTY TO
SO NOTIFY THE OTHER PARTY WILL NOT RELEASE, IN WHOLE OR IN PART, THE OTHER PARTY
FROM ITS OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT TO THE EXTENT (AND SOLELY TO
THE EXTENT) THAT THE FIRST PARTY'S FAILURE TO SO NOTIFY HAS MATERIALLY DAMAGED
THE OTHER PARTY IN RESPECT OF SUCH TAX MATTER.
(B)
COOPERATION.
(I)
AFTER THE CLOSING, THE PARTIES MUST USE THEIR COMMERCIALLY
REASONABLE EFFORTS TO COOPERATE WITH EACH OTHER AND WITH EACH OTHER'S AGENTS,
INCLUDING ACCOUNTING FIRMS AND LEGAL COUNSEL, IN CONNECTION WITH THE PREPARATION
OR AUDIT OF ANY TAX RETURN, REFUND CLAIM OR TAX CONTROVERSY MATTER WITH RESPECT
TO METRÓPOLIS OR PROSER OR ANY OF THEIR RESPECTIVE ACTIVITIES.
SUCH COOPERATION
MUST INCLUDE MAKING AVAILABLE ANY INFORMATION, RECORDS AND DOCUMENTS IN THEIR
POSSESSION OR UNDER THEIR CONTROL RELATED TO METRÓPOLIS OR PROSER THAT IS
RELEVANT TO THE PREPARATION OR AUDIT OF ANY TAX RETURN, REFUND CLAIM OR TAX
CONTROVERSY MATTER WITH RESPECT TO METRÓPOLIS OR PROSER OR ANY OF THEIR
RESPECTIVE ACTIVITIES.
ANY INFORMATION PROVIDED OR OBTAINED UNDER THIS
CLAUSE (B)(I) MUST BE
SC - 2
KEPT CONFIDENTIAL, EXCEPT AS MAY OTHERWISE BE NECESSARY IN CONNECTION WITH THE
FILING OF A TAX RETURN, REFUND CLAIMS, TAX AUDITS, TAX CLAIMS OR TAX LITIGATION
OR AS REQUIRED BY LAW.
(II)
VTR WILL BE ENTITLED, AT THE SOLE EXPENSE AND LIABILITY OF THE
TRANSFERORS, TO EXERCISE FULL CONTROL OF THE DEFENSE (INCLUDING WHICH ARGUMENTS
TO MAKE AND HOW AND WHEN TO MAKE THEM), COMPROMISE, OR SETTLEMENT OF ANY TAX
CONTROVERSY WITH RESPECT TO METRÓPOLIS OR PROSER, INCLUDING ANY ADMINISTRATIVE,
JUDICIAL, OR OTHER PROCEEDING IN CONNECTION WITH ANY TAX CONTROVERSY (A "TAX
PROCEEDING") THAT RELATES TO ANY TAX ISSUE THAT COULD GIVE RISE TO A LIABILITY
OF A TRANSFEROR TO VTR UNDER SECTION 8.2(B) OR SECTION 8.3(B) OF THE AGREEMENT
(A "TAX LIABILITY ISSUE"), UNLESS THE TRANSFERORS, AT ANY TIME WITHIN 30 DAYS
AFTER VTR HAS GIVEN NOTICE TO THE TRANSFERORS CONCERNING SUCH TAX PROCEEDING,
(A) DELIVER A WRITTEN CONFIRMATION TO VTR THAT THE INDEMNIFICATION PROVISIONS OF
SECTION 8.2(B) OR SECTION 8.3(B) OF THE AGREEMENT ARE APPLICABLE TO SUCH TAX
PROCEEDING AND SUCH TAX LIABILITY ISSUE AND THAT, SUBJECT TO THE REMAINING
PROVISIONS OF ARTICLE VIII, THE TRANSFERORS WILL INDEMNIFY VTR IN RESPECT OF
SUCH TAX PROCEEDING AND SUCH TAX LIABILITY ISSUE PURSUANT TO THE TERMS OF
SECTION 8.2(B) OR SECTION 8.3(B) OF THE AGREEMENT, (B) NOTIFY VTR IN WRITING OF
THE TRANSFERORS' INTENTION TO ASSUME THE DEFENSE THEREOF, AND (C) RETAIN LEGAL
COUNSEL REASONABLY SATISFACTORY TO VTR TO CONDUCT THE DEFENSE OF SUCH TAX
PROCEEDING.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE IMMEDIATELY
PRECEDING SENTENCE, THE TRANSFERORS WILL NOT HAVE ANY RIGHT TO ASSUME THE
DEFENSE