Common use of Certain Transferred Entity Tax Returns Prepared by Spinco Clause in Contracts

Certain Transferred Entity Tax Returns Prepared by Spinco. In the case of any Tax Return described in Section 2.01(c) that includes IP Taxes or would reasonably be expected to materially adversely affect the Tax position of any IP Entity, (i) such Tax Return shall (to the extent permitted by law) be prepared in a manner consistent with past practice and (ii) Spinco shall provide a draft of such Tax Return to IP for its review and comment at least thirty (30) days prior to the Due Date for such Tax Return, or in the case of any such Tax Return filed on a monthly basis or property Tax Return, five (5) days. The Parties shall negotiate in good faith to resolve all disputed issues. In the event that past practice is not applicable to a particular item or matter, Spinco shall determine the reporting of such item or matter in good faith in consultation with IP. Any disputes that the Parties are unable to resolve shall be resolved by the Accounting Firm pursuant to Section 8.02. In the event that any dispute is not resolved (whether pursuant to good faith negotiations among the Parties or by the Accounting Firm) prior to the Due Date for the filing of any Tax Return, such Tax Return shall be timely filed as prepared by Spinco and such Tax Return shall be amended as necessary to reflect the resolution of such dispute in a manner consistent with such resolution. For the avoidance of doubt, Spinco shall be responsible for any interest, penalties or additions to Tax resulting from the late filing of any Tax Return described in Section 2.01(c) except to the extent that such late filing is caused by the failure of any IP Entity to provide relevant information necessary for the preparation and filing of such Tax Return.

Certain Transferred Entity Tax Returns Prepared by Spinco. In the case of any Tax Return described in Section 2.01(c) (including, for the avoidance of doubt, any Excluded Tax Return) with respect to GPC Taxes (including, for the avoidance of doubt, in cases where no GPC Taxes are shown as due and owing on such Tax Return), or that includes IP Taxes or would reasonably be expected to materially adversely affect the Tax position of any IP GPC Group Entity, (i) such Tax Return shall (to the extent permitted by lawApplicable Law) be prepared in a manner consistent with past practice and (ii) Spinco SpinCo shall provide a draft of such Tax Return (or the portion thereof that relates exclusively to IP the Transferred Entities, in the case of any such Tax Return that includes both (x) one or more Transferred Entities and (y) one or more RMT Parent Group Entities (other than the Transferred Entities)) to GPC for its review and comment at least thirty (30) days prior to the Due Date for such Tax Return, or in the case of any such Tax Return filed on a monthly basis or property Tax Return, five (5) daysdays prior to such Due Date. The Parties shall negotiate in good faith to resolve all disputed issuesissues relating to any such Tax Return. In the event that past practice is not applicable to a particular item or matter, Spinco SpinCo shall determine the reporting of such item or matter in good faith in consultation with IPGPC. Any disputes that the Parties are unable to resolve shall be resolved by the Accounting Firm pursuant to Section 8.02. In the event that any dispute is not resolved (whether pursuant to good faith negotiations among the Parties or by the Accounting Firm) prior to the Due Date for the filing of any Tax Return, such Tax Return shall be timely filed as prepared by Spinco SpinCo and such Tax Return shall be amended as necessary to reflect the resolution of such dispute in a manner consistent with such resolution. For the avoidance of doubt, Spinco SpinCo shall be responsible for any interest, penalties or additions to Tax resulting from the late filing of any Tax Return described in Section 2.01(c) except to the extent that such late filing is caused by the failure of any IP GPC Group Entity to provide any relevant information requested by SpinCo that is necessary for the preparation and filing of such Tax Return.

Certain Transferred Entity Tax Returns Prepared by Spinco. In the case of any Tax Return described in Section 2.01(c) that includes IP Harbor Taxes or would reasonably be expected to materially adversely affect the Tax position of any IP Harbor Entity, (i) such Tax Return shall (to the extent permitted by law) be prepared in a manner consistent with past practice and (ii) Spinco shall provide a draft of such Tax Return to IP Harbor for its review and comment at least thirty (30) 30 days prior to the Due Date for such Tax Return, or in the case of any such Tax Return filed on a monthly basis or property Tax Return, five (5) 5 days. The Parties shall negotiate in good faith to resolve all disputed issues. In the event that past practice is not applicable to a particular item or matter, Spinco shall determine the reporting of such item or matter in good faith in consultation with IPHarbor. Any disputes that the Parties are unable to resolve shall be resolved by the Accounting Firm pursuant to Section 8.028.03. In the event that any dispute is not resolved (whether pursuant to good faith negotiations among the Parties or by the Accounting Firm) prior to the Due Date for the filing of any Tax Return, such Tax Return shall be timely filed as prepared by Spinco and such Tax Return shall be amended as necessary to reflect the resolution of such dispute in a manner consistent with such resolution. For the avoidance of doubt, Spinco shall be responsible for any interest, penalties or additions to Tax resulting from the late filing of any Tax Return described in Section 2.01(c) except to the extent that such late filing is caused by the failure of any IP Harbor Entity to provide relevant information necessary for the preparation and filing of such Tax Return.

Certain Transferred Entity Tax Returns Prepared by Spinco. In the case of any Tax Return described in Section 2.01(c) that includes IP Harbor Taxes or would reasonably be expected to materially adversely affect the Tax position of any IP Harbor Entity, (i) such Tax Return shall (to the extent permitted by law) be prepared in a manner consistent with past practice and (ii) Spinco shall provide a draft of such Tax Return to IP Harbor for its review and comment at least thirty ([30) ] days prior to the Due Date for such Tax Return, or in the case of any such Tax Return filed on a monthly basis or property Tax Return, five ([5) ] days. The Parties shall negotiate in good faith to resolve all disputed issues. In the event that past practice is not applicable to a particular item or matter, Spinco shall determine the reporting of such item or matter in good faith in consultation with IPHarbor. Any disputes that the Parties are unable to resolve shall be resolved by the Accounting Firm pursuant to Section 8.028.03. In the event that any dispute is not resolved (whether pursuant to good faith negotiations among the Parties or by the Accounting Firm) prior to the Due Date for the filing of any Tax Return, such Tax Return shall be timely filed as prepared by Spinco and such Tax Return shall be amended as necessary to reflect the resolution of such dispute in a manner consistent with such resolution. For the avoidance of doubt, Spinco shall be responsible for any interest, penalties or additions to Tax resulting from the late filing of any Tax Return described in Section 2.01(c) except to the extent that such late filing is caused by the failure of any IP Harbor Entity to provide relevant information necessary for the preparation and filing of such Tax Return.