Common use of Amended Tax Returns Clause in Contracts

Amended Tax Returns. (a) Subject to Section 4.4 and notwithstanding Section 2.1 and Section 2.2, a Party (or its Subsidiary) that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Tax Group shall be permitted to prepare and file an amended Tax Return at its own cost and expense; provided, however, that (i) such amended Tax Return shall be prepared in a manner consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) past practices of the Parties and their Affiliates or supported by an unqualified reasoned “should” or “will” opinion of a Qualified Tax Advisor, unless otherwise modified by a Final Determination or required by applicable Law, the IRS Ruling, the Tax Representation Letters, or the Tax Opinions; and (ii) if such amended Tax Return could result in one or more other Parties becoming responsible for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Article IX, such amended Tax Return shall be permitted only if the consent of such other Parties is obtained. The consent of such other Parties shall not be withheld unreasonably and shall be deemed to be obtained in the event that a Party (or its Subsidiary) is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IX. (b) A Party (or its Subsidiary) that is entitled to file an amended Tax Return for a Post-Distribution Tax Period, shall be permitted to do so at its own cost and expense and without the consent of any Party. (c) A Party that is permitted (or whose Subsidiary is permitted) to file an amended Tax Return, shall not be relieved of any liability for payments pursuant to this Agreement notwithstanding that another Party consented thereto.

Amended Tax Returns. (a) Subject Any amended Tax Return or claim for Tax refund for any WISCO Contributed Subsidiary for any Pre-Closing Period other than a Straddle Period shall be filed, or caused to Section 4.4 and notwithstanding Section 2.1 and Section 2.2be filed, a Party only by CSK, who shall not be obligated to make (or its Subsidiarycause to be made) that is entitled such filing. CSK shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), make or cause to be made, any such filing, to the extent such filing, if accepted, reasonably might change the Tax liability of the Company or any Affiliate of the Company for any Post-Closing Period. At the Company's request, CSK shall file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Tax Group shall be permitted with respect to prepare and file an amended Tax Return at its own cost and expense; providedTaxes accrued on the Final Working Capital Statement, however, that (i) such amended Tax Return shall be prepared in a manner consistent with (and except to the Parties and their Affiliates shall not take any position inconsistent with) past practices of the Parties and their Affiliates or supported by an unqualified reasoned “should” or “will” opinion of a Qualified Tax Advisor, unless otherwise modified by a Final Determination or required by applicable Law, the IRS Ruling, the Tax Representation Letters, or the Tax Opinions; and (ii) if such amended Tax Return could result in one or more other Parties becoming responsible for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Article IX, such amended Tax Return shall be permitted only if the consent of such other Parties is obtained. The consent of such other Parties shall not be withheld unreasonably and shall be deemed to be obtained in the event that a Party (or its Subsidiary) is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IXextent CSK reasonably objects. (b) A Party (or its Subsidiary) that is entitled to file an Any amended Tax Return or claim for a Post-Distribution Tax Period, refund for any Straddle Period shall be permitted to do filed by the party responsible for filing the original Tax Return hereunder if either the Company or CSK so at its own cost and expense and requests, except that such filing shall not be done without the consent (which shall not be unreasonably withheld or delayed) of any Partythe Company (if the request is made by CSK) or of CSK (if the request is made by the Company). (c) A Party that is permitted (or whose Subsidiary is permitted) to file an Any amended Tax ReturnReturn or claim for Tax refund for any Post-Closing Period other than a Straddle Period shall be filed, or caused to be filed, only by the Company, who shall not be relieved obligated to make (or cause to be made) such filing. The Company shall not, without the prior written consent of CSK file, or cause to be filed, any such filing to the extent that such filing, if accepted, reasonably might change the Tax liability of CSK or any Affiliates of CSK for payments pursuant to any Pre-Closing Period or otherwise under this Agreement notwithstanding that another Party consented theretoAgreement.

Amended Tax Returns. (a) Subject to Notwithstanding Section 4.4 and notwithstanding Section 2.1 and Section 2.22.1, a any CRG Party (or its Subsidiary) Fiesta Party that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Tax Group shall be permitted to prepare and file an such amended Tax Return at its own cost and expense; provided, however, that (i) such amended Tax Return shall be prepared in a manner (i) consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) past practices practice of the Parties (and their Affiliates or supported by an unqualified reasoned “should” or “will” opinion of a Qualified Tax Advisor, Subsidiaries) unless otherwise modified by a Final Determination or required by applicable Law, ; and (ii) consistent with (and the Parties and their Subsidiaries shall not take any position inconsistent with) the IRS Ruling, the Tax Representation LettersLetter, or and the Tax Opinions; and (ii) . Notwithstanding anything to contrary contained herein, if such amended Tax Return could reasonably result in one or more the other Parties Party becoming responsible for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Article IXSection 9.3, then such amended Tax Return shall be permitted only if the consent of such other Parties Party is obtained. The consent of such other Parties shall not be withheld unreasonably and shall be deemed to be obtained in In the event that a Party (or its Subsidiary) is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IX, the consent of the other Party shall be deemed to have been obtained. (b) A Party (or its Subsidiary) that is entitled to file an amended Tax Return for a Post-Distribution Tax Period, Period shall be permitted to do so at its own cost and expense and without the consent of any the other Party. (c) A Party that is permitted (or whose Subsidiary is permitted) to file an amended Tax Return, Return shall not be relieved of any liability for payments pursuant to this Agreement notwithstanding that another the other Party consented theretoto the filing of such amended Tax Return giving rise to such liability.

Amended Tax Returns. (a) Subject to Section 4.4 Notwithstanding Sections 3.1 and notwithstanding Section 2.1 and Section 2.23.2, a Party (or its Subsidiary) Subsidiary that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Tax Group shall be permitted to prepare and file an amended Tax Return at its own cost and expense; provided, however, that (i) such amended Tax Return shall be prepared in a manner (x) consistent with the past practice of the Parties and their Affiliates unless otherwise modified by a Final Determination or required by applicable Law; and (y) consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) past practices of the Parties and their Affiliates or supported by an unqualified reasoned “should” or “will” opinion of a Qualified Tax Advisor, unless otherwise modified by a Final Determination or required by applicable Law, the IRS Ruling, the Tax Representation Letters, or and the Tax Opinions; and (ii) if such amended Tax Return could result in one or more other Parties becoming responsible for a payment of Taxes pursuant to Article III II or a payment to a Party pursuant to Article IXVIII, such amended Tax Return shall be permitted only if the consent of such other Parties is obtained. The consent of such other Parties shall not be withheld unreasonably and shall be deemed to be obtained in the event that a Party (or its Subsidiary) Subsidiary is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IXadjustment. (b) A Party (or its Subsidiary) Subsidiary that is entitled to file an amended Tax Return for a Post-Distribution Tax Period, Period shall be permitted to do so at its own cost and expense and without the consent of any Party. (c) A Party that is permitted (or whose Subsidiary is permitted) to file an amended Tax Return, Return shall not be relieved of any liability for payments pursuant to this Agreement notwithstanding that another Party consented thereto.

Amended Tax Returns. (a) Subject to Section 4.4 and notwithstanding Section Notwithstanding Sections 2.1 and Section 2.2, a Party (or its Subsidiary) Subsidiary that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Tax Group shall be permitted to prepare and file an amended Tax Return at its own cost and expenseReturn; provided, however, that (i) such amended Tax Return shall be prepared in a manner (x) consistent with the past practice of the Parties and their Affiliates unless otherwise modified by a Final Determination or required by applicable Law; and (y) consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) past practices of the Parties and their Affiliates or supported by an unqualified reasoned “should” or “will” opinion of a Qualified Tax Advisor, unless otherwise modified by a Final Determination or required by applicable Law, the IRS Ruling, the Tax Representation Letters, or and the Tax Opinions; and (ii) if such amended Tax Return could result in one or more other Parties becoming responsible for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Article IX, such amended Tax Return shall be permitted only if the consent of such other Parties is obtained. The consent of such other Parties shall not be withheld unreasonably and shall be deemed to be obtained in the event that a Party (or its Subsidiary) Subsidiary is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IX. (b) A Party (or its Subsidiary) Subsidiary that is entitled to file an amended Tax Return for a Post-Distribution Tax Period, Period shall be permitted to do so at its own cost and expense and without the consent of any Party. (c) A Party that is permitted (or whose Subsidiary is permitted) to file an amended Tax Return, Return shall not be relieved of any liability for payments pursuant to this Agreement notwithstanding that another Party consented thereto.

Amended Tax Returns. (a) Subject to Section 4.4 and notwithstanding Section Notwithstanding Sections 2.1 and Section 2.2, a Party (or its Subsidiary) Subsidiary that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Tax Group shall be permitted to prepare and file an amended Tax Return at its own cost and expense; provided, however, that (i) such amended Tax Return shall be prepared in a manner manner: (x) consistent with the past practice of the Parties and their Affiliates unless otherwise modified by a Final Determination or required by applicable Law; (y) consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) past practices of the Parties and their Affiliates or supported by an unqualified reasoned “should” or “will” opinion of a Qualified Tax Advisor, unless otherwise modified by a Final Determination or required by applicable Law, the IRS Ruling, the Tax Representation Letters, or and the Tax Opinions; and (z) consistent with any HLT Combined Income Tax Returns; and (ii) if such amended Tax Return could result in one or more other Parties becoming responsible for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Article IXVIII, such amended Tax Return shall be permitted only if the consent of such other Parties is obtained. The consent of such other Parties shall not be withheld unreasonably and shall be deemed to be obtained in the event that a Party (or its Subsidiary) Subsidiary is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IXVIII. (b) A Party (or its Subsidiary) Subsidiary that is entitled to file an amended Tax Return for a Post-Distribution Tax Period, Period shall be permitted to do so at its own cost and expense and without the consent of any Party. (c) A Party that is permitted (or whose Subsidiary is permitted) to file an amended Tax Return, Return shall not be relieved of any liability for payments pursuant to this Agreement notwithstanding that another Party consented thereto.

Amended Tax Returns. (ai) Subject to Notwithstanding Section 4.4 and notwithstanding Section 2.1 and Section 2.23.01, a Party Company (or its SubsidiaryAffiliates) that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Tax Group shall be permitted to prepare and file an such amended Tax Return at its own cost and expense; provided, however, that (i) such amended Tax Return shall be prepared in a manner (i) consistent with the past practice of the Companies (and their Affiliates) unless otherwise modified by a Final Determination or required by applicable Tax Law; and (ii) consistent with (and the Parties Companies and their Affiliates shall not take any position inconsistent with) past practices of the Parties and their Affiliates or supported by an unqualified reasoned “should” or “will” opinion of a Qualified Tax Advisor, unless otherwise modified by a Final Determination or required by applicable Law, the IRS Ruling, the Tax Representation Letters, or the Tax Opinions; and (ii) /Rulings. Notwithstanding anything to contrary contained herein, if such amended Tax Return could reasonably result in one or more the other Parties Company becoming responsible for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Article IXSection 4, then such amended Tax Return shall be permitted only if the consent of such other Parties Company is obtained. The consent of such other Parties shall not be withheld unreasonably and Company shall be deemed to be obtained in the event that a Party Company (or its SubsidiaryAffiliate) is required by Law to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IXadjustment. (bii) A Party Company (or its SubsidiaryAffiliate) that is entitled to file an amended Tax Return for a Post-Distribution Tax Period, Period shall be permitted to do so at its own cost and expense and without the consent of any Partythe other Company. (ciii) A Party Company that is permitted (or whose Subsidiary Affiliate is permitted) to file an amended Tax Return, Return shall not be relieved of any liability for payments pursuant to this Agreement or the Foreign Separation Agreements notwithstanding that another Party the Company consented theretoto the filing of such amended Tax Return giving rise to such liability.

Amended Tax Returns. (ai) Subject to Notwithstanding Section 4.4 and notwithstanding Section 2.1 and Section 2.23.01, a Party Company (or its SubsidiaryAffiliates) that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Tax Group shall be permitted to prepare and file an such amended Tax Return at its own cost and expense; provided, however, that (i) such amended Tax Return shall be prepared in a manner (i) consistent with the past practice of the Companies (and their Affiliates) unless otherwise modified by a Final Determination or required by applicable Tax Law; and (ii) consistent with (and the Parties Companies and their Affiliates shall not take any position inconsistent with) past practices of the Parties and their Affiliates or supported by an unqualified reasoned “should” or “will” opinion of a Qualified Tax Advisor, unless otherwise modified by a Final Determination or required by applicable Law, the IRS Ruling, the Tax Representation Letters, or the Tax Opinions; and (ii) /Rulings. Notwithstanding anything to the contrary contained herein, if such amended Tax Return could reasonably result in one or more the other Parties Company becoming responsible for a payment of (or otherwise becoming liable for) Taxes pursuant to Article III under this Agreement, or could otherwise have a payment to a Party pursuant to Article IXmaterial adverse impact on the Taxes of the other Company, then such amended Tax Return shall be permitted only if the consent of such other Parties Company is obtained. The consent of such other Parties shall not be withheld unreasonably and Company shall be deemed to be obtained in the event that a Party Company (or its SubsidiaryAffiliate) is required by Law to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IXadjustment. (bii) A Party Company (or its SubsidiaryAffiliate) that is entitled to file an amended Tax Return for a Post-Distribution Tax Period, Period shall be permitted to do so at its own cost and expense and without the consent of any Partythe other Company. (ciii) A Party Company that is permitted (or whose Subsidiary Affiliate is permitted) to file an amended Tax Return, Return shall not be relieved of any liability for payments pursuant to this Agreement notwithstanding that another Party the other Company consented theretoto the filing of such amended Tax Return giving rise to such liability.

Amended Tax Returns. (a) Subject Any amended Tax Return or claim for Tax refund for any Contributed Subsidiary for any Pre-Closing Period other than a Straddle Period shall be filed, or caused to Section 4.4 and notwithstanding Section 2.1 and Section 2.2be filed, a Party only by TPI who shall not be obligated to make (or its Subsidiarycause to be made) that is entitled such filing. TPI shall not, without the prior written consent of Newco (which consent shall not be unreasonably withheld or delayed), make or cause to be made, any such filing, to the extent such filing, if accepted, reasonably might change the Tax liability of Newco or any Affiliate of Newco for any Post-Closing Period. At Newco's request, TPI shall file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Tax Group shall be permitted with respect to prepare and file an amended Tax Return at its own cost and expense; providedTaxes accrued on the Final Working Capital Statement, however, that (i) such amended Tax Return shall be prepared in a manner consistent with (and except to the Parties and their Affiliates shall not take any position inconsistent with) past practices of the Parties and their Affiliates or supported by an unqualified reasoned “should” or “will” opinion of a Qualified Tax Advisor, unless otherwise modified by a Final Determination or required by applicable Law, the IRS Ruling, the Tax Representation Letters, or the Tax Opinions; and (ii) if such amended Tax Return could result in one or more other Parties becoming responsible for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Article IX, such amended Tax Return shall be permitted only if the consent of such other Parties is obtained. The consent of such other Parties shall not be withheld unreasonably and shall be deemed to be obtained in the event that a Party (or its Subsidiary) is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IXextent TPI reasonably objects. (b) A Party (or its Subsidiary) that is entitled to file an Any amended Tax Return or claim for a Post-Distribution Tax Period, refund for any Straddle Period shall be permitted to do filed by the party responsible for filing the original Tax Return hereunder if either Newco or TPI so at its own cost and expense and requests, except that such filing shall not be done without the consent (which shall not be unreasonably withheld or delayed) of any PartyNewco (if the request is made by TPI) or of TPI (if the request is made by Newco). (c) A Party that is permitted (or whose Subsidiary is permitted) to file an Any amended Tax ReturnReturn or claim for Tax refund for any Post-Closing Period other than a Straddle Period shall be filed, or caused to be filed, only by Newco, who shall not be relieved obligated to make (or cause to be made) such filing. Newco shall not, without the prior written consent of TPI (which consent shall not be unreasonably withheld or delayed) file, or cause to be filed, any such filing to the extent that such filing, if accepted, reasonably might change the Tax liability of TPI or any Affiliates of TPI for payments pursuant to this Agreement notwithstanding that another Party consented theretoany Pre-Closing Period.

Amended Tax Returns. (a) Subject to Notwithstanding Section 4.4 and notwithstanding Section 2.1 and Section 2.22.1, a Party (or its Subsidiary) that is NiSource shall be entitled to prepare and file an amended Tax Return for a Pre-Distribution Income Tax Returns and Straddle Period Income Tax Returns from time to time in its sole discretion. Any Columbia Party that is responsible for preparing or a Straddle causing to be prepared any other Tax Period for members of its Tax Group Return pursuant to Schedule 2.1(a) shall be permitted to prepare and file an amended amendment of such Tax Return at its own cost and expenseReturn; provided, however, that (i) such amended Tax Return shall be prepared in a manner (i) consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) past practices of the Parties and their Affiliates or supported by an unqualified reasoned “should” or “will” opinion of a Qualified Tax Advisor, practice unless otherwise modified by a Final Determination or required by applicable Law, the IRS Ruling, the Tax Representation Letters, or the Tax Opinions; and (ii) if such consistent with (and the Parties and their Subsidiaries shall not take any position inconsistent with) the Tax Representation Letters and the Tax Opinions. Notwithstanding anything to contrary contained herein, any amended Tax Return could result in one or more other Parties becoming responsible for prepared by a payment of Taxes pursuant to Article III or a payment to a Columbia Party pursuant to Article IX, such amended Tax Return shall be permitted only if the consent of such other Parties NiSource is obtained. The obtained (which consent of such other Parties shall not my be withheld unreasonably and shall be deemed to be obtained granted or denied in the event that a Party (or its Subsidiary) is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IXNiSource’s sole discretion). (b) A Party (or its Subsidiary) that is entitled (or whose Subsidiary is entitled) to file an amended Tax Return for a Post-Distribution Tax Period, Period shall be permitted to do so at its own cost and expense and without the consent of any the other Party. (c) A Party that is permitted entitled (or whose Subsidiary is permittedentitled) to file an amended Tax Return, Return shall not be relieved of any liability for payments pursuant to this Agreement notwithstanding that another the Party consented theretoto the filing of such amended Tax Return giving rise to such liability.

Amended Tax Returns. (ai) Subject to Notwithstanding Section 4.4 and notwithstanding Section 2.1 and Section 2.23.01, a Party Company (or its SubsidiaryAffiliates) that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Tax Group shall be permitted to prepare and file an such amended Tax Return at its own cost and expense; provided, however, that (i) such amended Tax Return shall be prepared in a manner (i) consistent with the past practice of the Companies (and their Affiliates) unless otherwise modified by a Final Determination or required by applicable Tax Law; and (ii) consistent with (and the Parties Companies and their Affiliates shall not take any position inconsistent with) past practices of the Parties and their Affiliates or supported by an unqualified reasoned “should” or “will” opinion of a Qualified Tax Advisor, unless otherwise modified by a Final Determination or required by applicable Law, the IRS Ruling, the Tax Representation Letters, or the Tax Opinions; and (ii) /Rulings. Notwithstanding anything to the contrary contained herein, if such amended Tax Return could reasonably result in one or more the other Parties Company becoming responsible for a payment of (or otherwise becoming liable for) Taxes pursuant to Article III or a payment to a Party pursuant to Article IXunder this Agreement, then such amended Tax Return shall be permitted only if the consent of such other Parties Company is obtained. The consent of such other Parties shall not be withheld unreasonably and Company shall be deemed to be obtained in the event that a Party Company (or its SubsidiaryAffiliate) is required by Law to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IXadjustment. (bii) A Party Company (or its SubsidiaryAffiliate) that is entitled to file an amended Tax Return for a Post-Distribution Tax Period, Period shall be permitted to do so at its own cost and expense and without the consent of any Partythe other Company. (ciii) A Party Company that is permitted (or whose Subsidiary Affiliate is permitted) to file an amended Tax Return, Return shall not be relieved of any liability for payments pursuant to this Agreement notwithstanding that another Party the Company consented theretoto the filing of such amended Tax Return giving rise to such liability.

Amended Tax Returns. (a) Subject to Notwithstanding Section 4.4 and notwithstanding Section 2.1 and Section 2.22.1, a any Fortune Brands Party (or its Subsidiary) H&S Party that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Tax Group shall be permitted to prepare and file an such amended Tax Return at its own cost and expense; provided, however, that (i) such amended Tax Return shall be prepared in a manner (i) consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) past practices practice of the Parties (and their Affiliates or supported by an unqualified reasoned “should” or “will” opinion of a Qualified Tax Advisor, Subsidiaries) unless otherwise modified by a Final Determination or required by applicable Law, ; and (ii) consistent with (and the Parties and their Subsidiaries shall not take any position inconsistent with) the IRS Ruling, the Tax Representation LettersLetter, or and the Tax Opinions; and (ii) Opinion. Notwithstanding anything to contrary contained herein, if such amended Tax Return could reasonably result in one or more the other Parties Party becoming responsible for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Article IXSection 9.3, then such amended Tax Return shall be permitted only if the consent of such other Parties Party is obtained. The consent of such other Parties Party shall not be unreasonably withheld unreasonably and shall be deemed to be obtained in the event that a Party (or its Subsidiary) is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IX. (b) A Party (or its Subsidiary) that is entitled to file an amended Tax Return for a Post-Distribution Tax Period, Period shall be permitted to do so at its own cost and expense and without the consent of any the other Party. (c) A Party that is permitted (or whose Subsidiary is permitted) to file an amended Tax Return, Return shall not be relieved of any liability for payments pursuant to this Agreement notwithstanding that another the Party consented theretoto the filing of such amended Tax Return giving rise to such liability.

Amended Tax Returns. (a) Subject to Section 4.4 and notwithstanding Section Notwithstanding Sections 2.1 and Section 2.2, a Party (or its Subsidiary) Subsidiary that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Tax Group shall be permitted to prepare and file an amended Tax Return at its own cost and expense; provided, however, that (i) such amended Tax Return shall be prepared in a manner (x) consistent with the past practice of the Parties and their Affiliates unless otherwise modified by a Final Determination or required by applicable Law; (y) consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) past practices of the Parties and their Affiliates or supported by an unqualified reasoned “should” or “will” opinion of a Qualified Tax Advisor, unless otherwise modified by a Final Determination or required by applicable Law, the IRS Ruling, the Tax Representation Letters, or and the Tax Opinions; and (z) consistent with any ITT Combined U.S. Income Tax Returns; and (ii) if such amended Tax Return could result in one or more other Parties becoming responsible for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Article IX, such amended Tax Return shall be permitted only if the consent of such other Parties is obtained. The consent of such other Parties shall not be withheld unreasonably and shall be deemed to be obtained in the event that a Party (or its Subsidiary) Subsidiary is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IX. (b) A Party (or its Subsidiary) Subsidiary that is entitled to file an amended Tax Return for a Post-Distribution Tax Period, Period shall be permitted to do so at its own cost and expense and without the consent of any Party. (c) A Party that is permitted (or whose Subsidiary is permitted) to file an amended Tax Return, Return shall not be relieved of any liability for payments pursuant to this Agreement notwithstanding that another Party consented thereto.

Amended Tax Returns. (ai) Subject to Notwithstanding Section 4.4 and notwithstanding Section 2.1 and Section 2.23.01, a Party Company (or its SubsidiaryAffiliates) that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Tax Group shall be permitted to prepare and file an such amended Tax Return at its own cost and expense; provided, however, that (i) such amended Tax Return shall be prepared in a manner (i) consistent with the past practice of the Companies (and their Affiliates) unless otherwise modified by a Final Determination or required by applicable Tax Law; and (ii) consistent with (and the Parties Companies and their Affiliates shall not take any position inconsistent with) past practices of the Parties and their Affiliates or supported by an unqualified reasoned “should” or “will” opinion of a Qualified Tax Advisor, unless otherwise modified by a Final Determination or required by applicable Law, the IRS Ruling, the Tax Representation Letters, or the Tax Opinions; and (ii) /Rulings. Notwithstanding anything to contrary contained herein, if such amended Tax Return could reasonably result in one or more the other Parties Company becoming responsible for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Article IXSection 4, then such amended Tax Return shall be permitted only if the consent of such other Parties Company is obtained. The consent of such other Parties shall not be withheld unreasonably and Company shall be deemed to be obtained in the event that a Party Company (or its SubsidiaryAffiliate) is required by Law to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IX.adjustment. Table of Contents (bii) A Party Company (or its SubsidiaryAffiliate) that is entitled to file an amended Tax Return for a Post-Distribution Tax Period, Period shall be permitted to do so at its own cost and expense and without the consent of any Partythe other Company. (ciii) A Party Company that is permitted (or whose Subsidiary Affiliate is permitted) to file an amended Tax Return, Return shall not be relieved of any liability for payments pursuant to this Agreement or the Foreign Separation Agreements notwithstanding that another Party the Company consented theretoto the filing of such amended Tax Return giving rise to such liability.

Amended Tax Returns. (aA) Subject The Seller, and only the Seller, shall file or cause to Section 4.4 be filed any amended Tax Return or claim for Tax refund if the original Tax Return for the Tax Period to which the amended Tax Return or claim for Tax Refund relates was filed by the Seller. The Seller shall not, without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld or delayed), make or cause to be made any such filing to the extent that such filing, if accepted, reasonably might change the Tax liability of the Purchaser for any Tax Period. (B) The Purchaser, and notwithstanding Section 2.1 and Section 2.2only the Purchaser, a Party shall file or cause to be filed any amended Tax Return or claim for Tax refund if the original Tax Return for the Tax Period to which the amended Tax Return or claim for Tax Refund relates was filed by the Purchaser. The Purchaser shall not, without the prior written consent of the Seller (which consent shall not be unreasonably withheld or its Subsidiarydelayed), make or cause to be made any such filing to the extent that such filing, if accepted, reasonably might change the Tax liability of the Seller for any Tax Period. (C) that is entitled Notwithstanding anything in this (S) 10(e)(ii) to the contrary, the Seller may, with the prior written consent of the Purchaser (which consent shall not be unreasonably withheld or delayed), instruct the Purchaser to file an amended Tax Return or claim for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Tax Group shall be permitted to prepare and file an amended Tax Return at its own cost and expense; provided, however, that (i) such amended Tax Return shall be prepared refund otherwise described in a manner consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) past practices of the Parties and their Affiliates or supported by an unqualified reasoned “should” or “will” opinion of a Qualified Tax Advisor, unless otherwise modified by a Final Determination or required by applicable Law, the IRS Ruling, the Tax Representation Letters, or the Tax Opinions; and (ii) of this (S) 10(e)(ii) if such amended Tax Return could result in one or more other Parties becoming responsible claim for a payment of Taxes pursuant to Article III or a payment Tax refund relates to a Party pursuant Tax Return that reports Taxes imposed on or with respect to Article IXthe Company or its Consolidated Affiliates for any Pre-Closing Period (including any Straddle Period Tax Returns). Upon such request and the Purchaser's consent, the Purchaser shall promptly file such amended Tax Return shall be permitted only if or claim for Tax refund, with any costs related to the consent filing of such other Parties is obtained. The consent of such other Parties shall not be withheld unreasonably and shall be deemed to be obtained in the event that a Party (or its Subsidiary) is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IX. (b) A Party (or its Subsidiary) that is entitled ultimate disposition to file an amended Tax Return for a Post-Distribution Tax Period, shall be permitted to do so at its own cost and expense and without the consent of any Partyborne by Seller. (c) A Party that is permitted (or whose Subsidiary is permitted) to file an amended Tax Return, shall not be relieved of any liability for payments pursuant to this Agreement notwithstanding that another Party consented thereto.

Amended Tax Returns. (aA) Subject to Section 4.4 and notwithstanding Section 2.1 and Section 2.29(d)(iii) hereof, a Party (or its Subsidiary) that is entitled to file an any amended Tax Return or claim for a Tax refund for any Pre-Distribution Tax Closing Period or other than a Straddle Tax Period for members of its Tax Group shall be permitted filed, or caused to prepare and file an be filed, only by the Seller. The Seller shall not, without the prior written consent of the Buyer, make or cause to be made any such filing, to the extent such filing, if accepted, reasonably might change the Tax liability of the Buyer for any Tax Period. (B) An amended Tax Return at its own cost and expense; providedor claim for Tax refund for any Straddle Period shall be filed by the party responsible for filing the original Tax Return hereunder if either the Buyer or the Seller so request, however, except that such filing shall not be done without consent (iwhich shall not be unreasonably withheld or delayed) such of the Buyer (if request is made by the Seller) or of the Seller (if request is made by the Buyer). (C) Any amended Tax Return or claim for Tax refund for any Post-Closing Period other than a Straddle Period shall be prepared in a manner consistent with (and filed, or caused to be filed, only by the Parties and their Affiliates Buyer, who shall not take any position inconsistent withbe obligated to make (or cause to be made) past practices such filing. The Buyer shall not, without the prior written consent of the Parties and their Affiliates Seller (which consent shall not be unreasonably withheld or supported by an unqualified reasoned “should” or “will” opinion of a Qualified Tax Advisor, unless otherwise modified by a Final Determination or required by applicable Law, the IRS Ruling, the Tax Representation Lettersdelayed) file, or the Tax Opinions; and (ii) if such cause to be filed, any amended Tax Return could result in one or more other Parties becoming responsible claim for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Article IX, such amended Tax Return shall be permitted only if the consent of such other Parties is obtained. The consent of such other Parties shall not be withheld unreasonably and shall be deemed to be obtained in the event that a Party (or its Subsidiary) is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IX. (b) A Party (or its Subsidiary) that is entitled to file an amended Tax Return refund for a any Post-Distribution Closing Period to the extent that such filing, if accepted, reasonably might change the Tax liability of the Seller for any Pre-Closing Period, shall be permitted to do so at its own cost and expense and without the consent of any Party. (c) A Party that is permitted (or whose Subsidiary is permitted) to file an amended Tax Return, shall not be relieved of any liability for payments pursuant to this Agreement notwithstanding that another Party consented thereto.

Amended Tax Returns. (ai) Subject to Section 4.4 and notwithstanding Section 2.1 and Section 2.2, a Party (or its Subsidiary) that is entitled to Acquiror shall not file an any amended Tax Return for with respect to a Pre-Distribution Closing Tax Period (an “Amended Return”) without the prior written consent of the Shareholders Representative, which consent will not be unreasonably withheld or a Straddle Tax Period for members of its Tax Group shall be permitted to prepare and file an amended Tax Return at its own cost and expensedelayed; provided, however, that (i) such amended Tax Return shall be prepared in a manner consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) past practices of the Parties and their Affiliates or supported by an unqualified reasoned “should” or “will” opinion of a Qualified Tax Advisor, unless otherwise modified by a Final Determination or required by applicable Law, the IRS Ruling, the Tax Representation Letters, or the Tax Opinions; and (ii) if such amended Tax Return could result in one or more other Parties becoming responsible for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Article IX, such amended Tax Return shall be permitted only if the consent of such other Parties is obtained. The consent of such other Parties shall not be withheld unreasonably and shall be deemed to be obtained in the event that a Party (or its Subsidiary) is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IX. (b) A Party (or its Subsidiary) that is entitled to file an amended Tax Return for a Post-Distribution Tax Period, Acquiror shall be permitted to do so at its own cost and expense and file Amended Returns on which is reported an aggregate additional liability for Taxes of an amount not to exceed $150,000, (“Approved Amended Returns”) without seeking the prior consent of any Partythe Shareholders Representative; provided further, that Acquiror shall be permitted to file Amended Returns on which is reported an aggregate additional liability for Taxes of an amount in excess of $150,000 without seeking the prior consent of the Shareholders Representative if the Acquiror waives its right to indemnification for the amount by which such aggregate additional liability exceeds $150,000 (“Elected Amended Returns”). (cii) A Party The Acquiror shall not file an Amended Return that is permitted not an Approved Amended Return or an Elected Amended Return (or whose Subsidiary is permitteda “Non-Approved Amended Return”) to file an amended Tax Returnwithout the prior written consent of the Shareholders Representative, shall which consent will not be relieved of any unreasonably withheld or delayed. (iii) Any Tax liability reflected on an Amended Return shall be an indemnifiable Loss (as defined herein) pursuant to Article VIII, except to the extent indemnity for payments such Tax liability has been waived by Acquiror pursuant to this Agreement notwithstanding that another Party consented theretoSection 5.12.

Amended Tax Returns. (a) Subject to Notwithstanding Section 4.4 and notwithstanding Section 2.1 and Section 2.22.1, a any Party (or its Subsidiary) that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Tax Group shall be permitted to prepare and file an such amended Tax Return at its own cost and expense; provided, however, that (i) such amended Tax Return shall be prepared in a manner (i) consistent with the past practice of the Parties (and their Subsidiaries) unless otherwise modified by a Final Determination or permitted by applicable Law; and (ii) consistent with (and the Parties and their Affiliates Subsidiaries shall not take any position inconsistent with) past practices of the Parties and their Affiliates or supported by an unqualified reasoned “should” or “will” opinion of a Qualified Tax Advisor, unless otherwise modified by a Final Determination or required by applicable Law, the IRS Ruling, the Tax Representation LettersLetter, or the Tax Opinions; Opinions and (ii) the Intended Tax Treatment. Notwithstanding anything to contrary contained herein, if such amended Tax Return could reasonably result in one or more the other Parties Party becoming responsible for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Article IXSection 9.3, then such amended Tax Return shall be permitted only if the consent of such other Parties Party is obtained. The consent of such other Parties Party shall not be withheld unreasonably withheld, conditioned or delayed and shall be deemed to be obtained in the event that a Party (or its Subsidiary) is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IX. (b) A Party (or its Subsidiary) that is entitled to file an amended Tax Return for a Post-Distribution Tax Period, Period shall be permitted to do so at its own cost and expense and without the consent of any the other Party. (c) A Party that is permitted (or whose Subsidiary is permitted) to file an amended Tax Return, Return shall not be relieved of any liability for payments pursuant to this Agreement notwithstanding that another the Party consented theretoto the filing of such amended Tax Return giving rise to such liability.

Amended Tax Returns. (ai) Subject Except as required by applicable Tax Law, the Buyer shall not file any amended income Tax Return of the Company for any Pre-Closing Tax Period without the prior written consent of the Sellers’ Representative (which shall not be unreasonably conditioned, withheld, or delayed). The Sellers’ Representative shall not, without the prior written consent of the Buyer (which consent shall not be unreasonably conditioned, withheld or delayed), file any amended income Tax Return of the Company or claim for refund of Taxes on behalf of the Company for any Pre-Closing Tax period to Section 4.4 and notwithstanding Section 2.1 and Section 2.2the extent such filing, a Party if accepted, reasonably might change the Tax Liability of the Buyer for any period ending after the Closing Date. (or its Subsidiaryii) that is entitled to file an Any amended Tax Return of the Company or claim for a refund of Taxes on behalf of the Company for any Straddle Tax Period shall be prepared and filed, or caused to be prepared and filed, only by the Buyer. Except as required by applicable Tax Law, the Buyer shall not, without the prior written consent of the Sellers’ Representative (which consent shall not be unreasonably conditioned, withheld or delayed), make or cause to be made, any such filing, to the extent such filing, if accepted, reasonably might change the Tax Liability of the Sellers for any Pre-Distribution Closing Tax Period or a Pre-Closing Straddle Tax Period for members of its Tax Group shall be permitted to prepare and file an amended Tax Return at its own cost and expense; provided, however, that Period. (iiii) such amended Tax Return shall be prepared in a manner consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) past practices of the Parties and their Affiliates or supported by an unqualified reasoned “should” or “will” opinion of a Qualified Tax Advisor, unless otherwise modified by a Final Determination or Except as required by applicable Tax Law, the IRS RulingBuyer shall not, the Tax Representation Letters, or the Tax Opinions; and (ii) if such amended Tax Return could result in one or more other Parties becoming responsible for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Article IX, such amended Tax Return shall be permitted only if the consent of such other Parties is obtained. The consent of such other Parties shall not be withheld unreasonably and shall be deemed cause the Company not to, make any Tax election that has retroactive effect to be obtained in the event that a Party (any Pre-Closing Tax Period or its Subsidiary) is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IX. (b) A Party (or its Subsidiary) that is entitled to file an amended Tax Return for a PostPre-Distribution Tax Period, shall be permitted to do so at its own cost and expense and Closing Straddle Period without the consent of any Party. the Sellers (c) A Party that is permitted (or whose Subsidiary is permitted) to file an amended Tax Return, which consent shall not be relieved of any liability for payments pursuant to this Agreement notwithstanding that another Party consented theretounreasonably conditioned, withheld or delayed).

Amended Tax Returns. (a) Subject to Section 4.4 and notwithstanding Section Notwithstanding Sections 2.1 and Section 2.2, a Party (or its Subsidiary) that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Tax Group shall be permitted to prepare and file an amended Tax Return at its own cost and expense; provided, however, that (i) such amended Tax Return shall be prepared in a manner (x) consistent with the past practice of the Parties (and their Affiliates) unless otherwise modified by a Final Determination or required by applicable Law; and (y) consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) past practices of the Parties and their Affiliates or supported by an unqualified reasoned “should” or “will” opinion of a Qualified Tax Advisor, unless otherwise modified by a Final Determination or required by applicable Law, the IRS Ruling, the Tax Representation Letters, or and the Tax Opinions; and (ii) if such amended Tax Return could result in one or more other Parties becoming responsible for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Article IX, such amended Tax Return shall be permitted only if the consent of such other Parties is obtained. The consent of such other Parties shall not be withheld unreasonably and shall be deemed to be obtained in the event that a Party (or its Subsidiary) is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IX. (b) A Party (or its Subsidiary) that is entitled to file an amended Tax Return for a Post-Distribution Tax Period, shall be permitted to do so at its own cost and expense and without the consent of any Party. (c) A Party that is permitted (or whose Subsidiary is permitted) to file an amended Tax Return, shall not be relieved of any liability for payments pursuant to this Agreement notwithstanding that another Party consented thereto.