Amended Tax Returns and Other Actions. (a) Any amended Tax Return or claim for a Tax refund (or any other similar benefits) with respect to any Party may be made by the Party responsible for filing the original Tax Return as set forth in this Article 2. To the extent that any Tax benefits (or any other similar benefits arising from such amended Tax Return) are derived from the filing of an amended Tax Return (including with the consent of an Affected Party obtained pursuant to Section 2.3(b)), the Party responsible for filing such Tax Return shall be entitled to receive any such Tax Benefits, except to the extent otherwise agreed to by the Parties in writing. (b) No Party shall file an amended Tax Return, amend or revoke any Tax election or apply to any Tax Authority for any binding or non-binding opinion, ruling or other determination with respect a Tax Return if such action could reasonably be expected to increase the Tax liability of, or give rise to a payment under Section 2.5 of this Agreement by, any other Party (with respect to such party, an "Affected Party") without the prior written consent of any such Affected Party (which consent shall not be unreasonably withheld, delayed or conditioned).
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Samples: Tax Indemnity and Cooperation Agreement (Lithium Americas (Argentina) Corp.), Tax Indemnity and Cooperation Agreement (1397468 B.C. Ltd.)
Amended Tax Returns and Other Actions. (a) Any 2.4.1 Subject to Section 2.4.2, any amended Tax Return or claim for a Tax refund (or any other similar benefits) with respect to any Party may be made by the Party responsible for filing the original Tax Return as set forth in this Article 2. To the extent that any Tax benefits (or any other similar benefits arising from such amended Tax Return) are derived from the filing of an amended Tax Return (including with the consent of an Affected Party obtained pursuant to Section 2.3(b)2.4.2), the Party responsible for filing such Tax Return shall be entitled to receive any such Tax Benefits, except to the extent otherwise agreed to by the Parties in writing.
(b) 2.4.2 No Party shall file an amended Tax Return, amend or revoke any Tax election or apply to any Tax Authority for any binding or non-binding opinion, ruling or other determination with respect a Tax Return if such action could reasonably be expected is likely to increase the Tax liability of, or give rise to a payment under Section 2.5 Article 3 of this Agreement by, any other Party (with respect to such party, an "“Affected Party"”) without the prior written consent of any such Affected Party (which consent shall not be unreasonably withheld, delayed or conditioned); provided, however, that this limitation shall not apply to prevent, or otherwise limit, the Corporation’s ability, in its sole discretion, to file any amended Joint Tax Returns or Combined Tax Returns, as the case may be.
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Samples: Tax Matters Agreement (Brookfield Asset Management Ltd.)
Amended Tax Returns and Other Actions. (a) Any amended Tax Return or claim for a Tax refund (or any other similar benefits) with respect to any Party may be made by the Party responsible for filing the original Tax Return as set forth in this Article 2. To the extent that any Tax benefits (or any other similar benefits arising from such amended Tax Return) are derived from the filing of an amended Tax Return (including with the consent of an Affected Party obtained pursuant to Section 2.3(b)), the Party responsible for filing such Tax Return shall be entitled to receive any such Tax Benefits, except to the extent otherwise agreed to by the Parties in writing.
(b) No Party shall file an amended Tax Return, amend or revoke any Tax election or apply to any Tax Authority for any binding or non-binding opinion, ruling or other determination with respect a Tax Return if such action could reasonably be expected to increase the Tax liability of, or give rise to a payment under Section 2.5 of this Agreement by, any other Party (with respect to such party, an "“Affected Party"”) without the prior written consent of any such Affected Party (which consent shall not be unreasonably withheld, delayed or conditioned).
Appears in 1 contract
Samples: Tax Indemnity and Cooperation Agreement (Lithium Americas Corp.)