Common use of Amended Tax Returns Clause in Contracts

Amended Tax Returns. (a) New Ashland Inc. shall be entitled to amend any Tax Return described in Section 3.01(a) of this TMA; provided that, to the extent that such an amendment with respect to a Straddle Period Tax Return adversely affects any Marathon Tax Matter or would result in a Tax Detriment to Marathon, such amendment may not be made without the prior written consent of Marathon, which may not be unreasonably withheld or delayed. New Ashland Inc. may request that Marathon amend any Straddle Period Tax Return described in Section 3.01(c) of this TMA that Marathon is obligated to file, but only to the extent that such amendment affects a New Ashland Inc. Tax Matter; provided that such an amendment shall be filed only with the prior written consent of Marathon, which may not be unreasonably withheld or delayed. (b) Marathon shall be entitled to amend any Tax Return described in Section 3.01(c) of this TMA; provided that, to the extent that such an amendment with respect to a Straddle Period Tax Return adversely affects any New Ashland Inc. Tax Matter or would result in a Tax Detriment to New Ashland Inc., such amendment may not be made without the prior written consent of New Ashland Inc., which may not be unreasonably withheld or delayed. Marathon may request that New Ashland Inc. amend any Straddle Period Tax Return described in Section 3.01(a) of this TMA, but only to the extent that such amendment affects a Marathon Tax Matter or a Tax Item that could result in a Tax Detriment to Marathon; provided that such an amendment shall be filed only with the prior written consent of New Ashland Inc., which may not be unreasonably withheld or delayed. (c) MAP shall not, and Marathon shall not permit MAP to, amend any Tax Return of MAP or any of its subsidiaries for any Pre-Closing Period or any Straddle Period if such amendment would result in a Tax Detriment to New Ashland Inc. without the prior written consent of New Ashland Inc., which may not be unreasonably withheld or delayed. (d) In the event that a party refuses to consent to an amendment to a Tax Return to which such consent is required pursuant to this Section 3.03 and the parties are unable to resolve their disagreements after good faith attempts to do so, the parties shall engage a mutually acceptable certified public accounting firm to estimate the present value of the realizable Tax Savings of the amendment to the party proposing such amendment and the present value of the realizable Tax Loss of the amendment to the party withholding its consent to such amendment. If the accounting firm determines that the present value of such estimated Tax Savings exceeds the present value of such estimated Tax Loss, the party proposing such amendment shall be entitled to so amend the applicable Tax Return, provided that such party agrees to pay to the party withholding its consent an amount equal to the present value of any such Tax Loss. The accounting firm shall treat all Tax Returns of the parties as confidential, and shall not reveal any information contained in, or any part of, the Tax Returns of one party to the other without prior written consent. The fees and expenses of the accounting firm shall be borne by the party proposing such amendment.

Amended Tax Returns. Neither Buyer, Newco nor the Company nor any Affiliate of Buyer shall file any amended Tax Return with respect to any Pre-Closing Period unless (a1) New Ashland Inc. Buyer determines in its reasonable discretion that an amendment is required by Law; or (2) Buyer obtains the prior written consent of the Equityholder Representative if the amended Tax Return relates to the Company and Buyer obtains the prior written consent of the Newco Shareholders if the amended Tax Return relates to Newco, which consent of the Newco Shareholders or the Equity Representative shall not be unreasonably withheld or delayed. The Equityholders shall be entitled to amend all refunds of any Tax Return described in Section 3.01(a) Taxes of this TMA; provided that, the Company with respect to Pre-Closing Periods to the extent that such an amendment refunds are not reflected in the Statement of Tangible Net Book Value, and the Newco Shareholders shall be entitled to all refunds of any Taxes of Newco with respect to Pre-Closing Periods, in each case net of all reasonable out-of-pocket attorneys' and accountants' fees and other reasonable out-of-pocket costs and expenses incurred by the Company, Buyer and Newco in connection therewith. If the Equityholder Representative elects to make a Straddle Period Tax Return adversely affects claim for refund with respect to any Marathon Tax Matter or would result Pre-Closing Period, Buyer, the Company and any Affiliate thereof shall cooperate fully in connection therewith and if the Newco Shareholders elect to make a Tax Detriment claim for refund with respect to Marathonany Pre-Closing Period, Buyer, Newco and any Affiliate thereof shall cooperate fully in connection therewith; provided, however, that no such amendment may not claim for refund shall be made without the prior written consent of Marathon, the Buyer (which may consent shall not be unreasonably withheld or delayed) if it would adversely impact the Tax liability of the Buyer, Newco or the Company in any Post-Closing Period. New Ashland Inc. may request that Marathon amend any Straddle Period Tax Return described in Section 3.01(c) of this TMA that Marathon is obligated to file, but only Subject to the extent foregoing, the 49 51 parties agree that such amendment affects a New Ashland Inc. Tax Matter; provided that such an amendment the Newco Shareholders shall be filed only with the prior written consent permitted to carry back any loss of Marathon, which may not be unreasonably withheld or delayed. (b) Marathon shall be entitled to amend any Tax Return described in Section 3.01(c) of this TMA; provided that, to the extent Newco that such an amendment with respect to a Straddle Period Tax Return adversely affects any New Ashland Inc. Tax Matter or would result arises in a Tax Detriment to New Ashland Inc., such amendment may not be made without the prior written consent of New Ashland Inc., which may not be unreasonably withheld or delayed. Marathon may request that New Ashland Inc. amend any Straddle Period Tax Return described in Section 3.01(a) of this TMA, but only to the extent that such amendment affects a Marathon Tax Matter or a Tax Item that could result in a Tax Detriment to Marathon; provided that such an amendment shall be filed only with the prior written consent of New Ashland Inc., which may not be unreasonably withheld or delayed. (c) MAP shall not, and Marathon shall not permit MAP to, amend any Tax Return of MAP or any of its subsidiaries for any Pre-Closing Period or any Straddle Period if such amendment would result in a Tax Detriment to New Ashland Inc. without the prior written consent of New Ashland Inc., which may not be unreasonably withheld or delayed. (d) In the event that a party refuses to consent to an amendment to a Tax Return to which such consent is required pursuant to this Section 3.03 and the parties are unable to resolve their disagreements after good faith attempts to do so, the parties shall engage a mutually acceptable certified public accounting firm to estimate the present value of the realizable Tax Savings of the amendment to the party proposing such amendment and the present value of the realizable Tax Loss of the amendment to the party withholding its consent to such amendment. If the accounting firm determines that the present value of such estimated Tax Savings exceeds the present value of such estimated Tax Loss, the party proposing such amendment shall be entitled to so amend the applicable Tax Return, provided that such party agrees to pay to the party withholding its consent an amount equal to the present value of any such Tax Loss. The accounting firm shall treat all Tax Returns of the parties as confidential, and shall not reveal any information contained in, or any part of, the Tax Returns of one party to the other without prior written consent. The fees and expenses of the accounting firm shall be borne by the party proposing such amendment.Period