Common use of Amended Tax Returns Clause in Contracts

Amended Tax Returns. (a) Notwithstanding Section 2.1, any CRG Party or Fiesta Party that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period shall be permitted to prepare and file such amended Tax Return at its own cost and expense; provided, however, that 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 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 Letter, and the Tax Opinions. Notwithstanding anything to contrary contained herein, if such amended Tax Return could reasonably result in the other Party becoming responsible for a payment of Taxes or a payment to a Party pursuant to Section 9.3, then such amended Tax Return shall be permitted only if the consent of such other Party is 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, the consent of the other Party shall be deemed to have been obtained.

Amended Tax Returns. (a) Notwithstanding Section 2.1Sections 2.1 and 2.2, any CRG a Party or Fiesta Party 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 such an amended Tax Return at its own cost and expenseReturn; provided, however, that (i) such amended Tax Return shall be prepared in a manner (ix) consistent with the past practice of the Parties (and their Subsidiaries) Affiliates unless otherwise modified by a Final Determination or required by applicable Law; and (iiy) consistent with (and the Parties and their Subsidiaries Affiliates shall not take any position inconsistent with) the IRS Ruling, the Tax Representation LetterLetters, and the Tax Opinions. Notwithstanding anything to contrary contained herein, ; and (ii) if such amended Tax Return could reasonably result in the one or more other Party Parties becoming responsible for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Section 9.3Article IX, then such amended Tax Return shall be permitted only if the consent of such other Party Parties is obtained. In 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, the consent of the other Party shall be deemed to have been obtained.

Amended Tax Returns. (a) Notwithstanding Section 2.1, any CRG Fortune Brands Party or Fiesta H&S Party that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period shall be permitted to prepare and file such amended Tax Return at its own cost and expense; provided, however, that 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 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 Letter, and the Tax OpinionsOpinion. Notwithstanding anything to contrary contained herein, if such amended Tax Return could reasonably result in the other Party becoming responsible for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Section 9.3, then such amended Tax Return shall be permitted only if the consent of such other Party is obtained. In The consent of such other Party shall not be unreasonably withheld 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, the consent of the other Party shall be deemed to have been obtained.

Amended Tax Returns. (a) Notwithstanding Section 2.1Sections 3.1 and 3.2, any CRG a Party or Fiesta Party its Subsidiary that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Period for members of its Tax Period Group shall be permitted to prepare and file such an amended Tax Return at its own cost and expense; provided, however, that (i) such amended Tax Return shall be prepared in a manner (ix) consistent with the past practice of the Parties (and their Subsidiaries) Affiliates unless otherwise modified by a Final Determination or required by applicable Law; and (iiy) consistent with (and the Parties and their Subsidiaries Affiliates shall not take any position inconsistent with) the IRS Ruling, the Tax Representation LetterLetters, and the Tax Opinions. Notwithstanding anything to contrary contained herein, ; and (ii) if such amended Tax Return could reasonably result in the one or more other Party Parties becoming responsible for a payment of Taxes pursuant to Article II or a payment to a Party pursuant to Section 9.3Article VIII, then such amended Tax Return shall be permitted only if the consent of such other Party Parties is obtained. In 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, the consent of the other Party shall be deemed to have been obtainedadjustment.