Common use of Consolidated or Combined Tax Returns Clause in Contracts

Consolidated or Combined Tax Returns. (a) Except to the extent otherwise required pursuant to clause (A) of Section 3.03(c), Xxxxxxx Controls shall determine in its good faith sole discretion whether to file a Tax Return for any Tax Period as a Combined Return and the entities to be included in any Combined Return, and Xxxxxxx Controls shall (and shall be entitled to) make or revoke any Tax elections, adopt or change any Tax accounting methods, and determine any other position taken on or in respect of any Combined Return; provided that any Combined Return prepared and filed by Xxxxxxx Controls pursuant to this Agreement shall, to the extent relating to Adient or the Adient Group, be prepared in good faith; and provided further that a Combined Return shall not include any member of the Adient Group in a Post-Distribution Period except to the extent required by applicable Law. Adient will elect and join (and take any other action necessary to give effect to such election), and will cause its respective Affiliates to elect and join (and take any other action necessary to give effect to such election), in filing any Combined Returns (including any Old Xxxxxxx Controls Federal Consolidated Income Tax Returns) that Xxxxxxx Controls determines in good faith are required by applicable Law to be filed (or that Xxxxxxx Controls chooses in good faith to file) by the Companies or any of their Affiliates for Tax Periods ending on, before or after the Distribution Date. With respect to any Adient Separate Returns relating to any Pre-Distribution Period, Adient will elect and join, and will cause its Affiliates to elect and join, in filing any consolidated, affiliated, combined, unitary, group or other similar Tax Return (including a Tax Return with respect to a profit and/or loss sharing group (e.g., UK group relief), group payment or similar group or fiscal unity), to the extent each entity is eligible to join in such Tax Returns, if Xxxxxxx Controls reasonably determines that the filing of such Tax Returns is consistent with past reporting practices, or, in the absence of applicable past practices, is reasonably determined to result in the minimization of the net present value of the aggregate Tax to the entities eligible to join in such Tax Returns or is otherwise reasonably acceptable to Xxxxxxx Controls. (b) At Xxxxxxx Controls’ request, Adient shall, and shall cause each member of the Adient Group to, as promptly as practicable (and in no event later than ninety (90) days after such request) prepare and submit to Xxxxxxx Controls, at Adient’s cost and expense, all information that Xxxxxxx Controls shall reasonably request, in such form as Xxxxxxx Controls shall reasonably request, to enable Xxxxxxx Controls to prepare or cause to be prepared any Xxxxxxx Controls Return.

Consolidated or Combined Tax Returns. (a) Except to the extent otherwise required pursuant to clause (A) of Section 3.03(c), Xxxxxxx Controls shall determine in its good faith sole discretion whether to file a Tax Return for any Tax Period as a Combined Return and the entities to be included in any Combined Return, and Xxxxxxx Controls shall (and shall be entitled to) make or revoke any Tax elections, adopt or change any Tax accounting methods, and determine any other position taken on or in respect of any Combined Return; provided that any Combined Return prepared and filed by Xxxxxxx Controls pursuant to this Agreement shall, to the extent relating to Adient or the Adient Group, be prepared in good faith; and provided further that a Combined Return shall not include any member of the Adient Group in a Post-Distribution Period except to the extent required by applicable Law. Adient Enova will elect and join (and take any other action necessary to give effect to such election)join, and will cause its respective Affiliates to elect and join (and take any other action necessary to give effect to such election)join, in filing any Parent State Combined Returns (including any Old Xxxxxxx Controls Federal Consolidated Income Tax Returns) , Parent Foreign Combined Income Tax Returns, Split Parent State Combined Income Tax Returns and any Joint Returns that Xxxxxxx Controls Parent determines in good faith are required by applicable Law to be filed (or that Xxxxxxx Controls Parent chooses in good faith to filefile pursuant to Sections 4.02(b) by the Companies or any of their Affiliates for Tax Periods ending on, before or after the Distribution Dateand 4.05(b). With respect to any Adient Enova Separate Returns relating to any Pre-Tax Period (or portion thereof) ending on or prior to the Distribution PeriodDate, Adient Enova will elect and join, and will cause its respective Affiliates to elect and join, in filing any consolidated, affiliatedunitary, combined, unitary, group or other similar joint Tax Return (including a Tax Return with respect to a profit and/or loss sharing group (e.g., UK group relief), group payment or similar group or fiscal unity)Returns, to the extent each entity is eligible to join in such Tax Returns, if Xxxxxxx Controls Parent reasonably determines that the filing of such Tax Returns is consistent with past reporting practices, or, in the absence of applicable past practices, is reasonably determined to will result in the minimization of the net present value of the aggregate Tax to the entities eligible to join in such Tax Returns or is otherwise reasonably acceptable to Xxxxxxx ControlsReturns. (b) At Xxxxxxx Controls’ requestParent’s discretion, Adient shallParent may amend any Parent State Combined Income Tax Return or propose in respect of an audit of any Parent State Combined Income Tax Return, and shall cause or use any other means available, including filing additional Enova Separate Returns, in order to separate such Parent State Combined Income Tax Return into one or more consolidated, unitary or combined state income Tax Returns (each member a “Split Parent State Combined Income Tax Return”), provided that, if such action would increase the liability of Enova or any other Member of the Adient Enova Group tofor Taxes for which Enova is responsible under this Agreement, as promptly as practicable then Parent shall either not take such action without the prior consent of Enova (such consent not to be unreasonably withheld, conditioned or delayed) or shall not be permitted to seek indemnity from Enova with respect to such additional Taxes under this Agreement. Subject to the foregoing provision, Enova shall cooperate with Parent in the filing of any additional Enova Separate Returns, including by providing any necessary powers of attorney, signing Tax Returns, amending any Tax Returns that Enova has the obligation and in no event later than ninety (90) days after such request) right to prepare and submit file pursuant to Xxxxxxx Controls, at Adient’s cost Section 4.03 and expense, all information that Xxxxxxx Controls shall reasonably request, in such form as Xxxxxxx Controls shall reasonably request, to enable Xxxxxxx Controls to prepare or cause to be prepared any Xxxxxxx Controls Returncomplying with its obligations under Section 8 hereof.

Consolidated or Combined Tax Returns. (a) Except to the extent otherwise required pursuant to clause (A) of Section 3.03(c), Xxxxxxx Controls shall determine in its good faith sole discretion whether to file a Tax Return for any Tax Period as a Combined Return and the entities to be included in any Combined Return, and Xxxxxxx Controls shall (and shall be entitled to) make or revoke any Tax elections, adopt or change any Tax accounting methods, and determine any other position taken on or in respect of any Combined Return; provided that any Combined Return prepared and filed by Xxxxxxx Controls pursuant to this Agreement shall, to the extent relating to Adient or the Adient Group, be prepared in good faith; and provided further that a Combined Return shall not include any member of the Adient Group in a Post-Distribution Period except to the extent required by applicable Law. Adient will elect and join (and take any other action necessary to give effect to such election), and will cause its respective Affiliates to elect and join (and take any other action necessary to give effect to such election), in filing any Combined Returns (including any Old Xxxxxxx Controls Federal Consolidated Income Tax Returns) that Xxxxxxx Controls determines in good faith are required by applicable Law to be filed (or that Xxxxxxx Controls chooses in good faith to file) by the Companies or any of their Affiliates for Tax Periods ending on, before or after the Distribution Date. With respect to any Adient Separate Returns relating to any Pre-Distribution Period, Adient will elect and join, and will cause its Affiliates to elect and join, in filing any consolidated, affiliated, combined, unitary, group or other similar Tax Return (including a Tax Return with respect to a profit and/or loss sharing group (e.g., UK group relief), group payment or similar group or fiscal unity), to the extent each entity is eligible to join in such Tax Returns, if Xxxxxxx Controls reasonably determines that the filing of such Tax Returns is consistent with past reporting practices, or, in the absence of applicable past practices, is reasonably determined to result in the minimization of the net present value of the aggregate Tax to the entities eligible to join in such Tax Returns or is otherwise reasonably acceptable to Xxxxxxx Controls. (b) At Xxxxxxx Controls’ ’s request, Adient shall, and shall cause each member of the Adient Group to, as promptly as practicable (and in no event later than ninety (90) days after such request) prepare and submit to Xxxxxxx Controls, at Adient’s cost and expense, all information that Xxxxxxx Controls shall reasonably request, in such form as Xxxxxxx Controls shall reasonably request, to enable Xxxxxxx Controls to prepare or cause to be prepared any Xxxxxxx Controls Return.