Common use of Consolidated Returns and Combined Returns Clause in Contracts

Consolidated Returns and Combined Returns. (a) ELECTRONICS shall have exclusive authority and responsibility to prepare and file Consolidated Returns and Combined Returns on behalf of the ELECTRONICS Affiliated Group and ELECTRONICS Unitary Group, respectively (as well as any other documents, statements or elections required to be filed or included with such Consolidated Returns or Combined Returns), for all taxable years (or portions thereof) included in the Affiliated Period. ELECTRONICS shall have sole authority and discretion to determine (i) the manner in which such Consolidated Returns and Combined Returns (and related documents) shall be prepared and filed, including without limitation the manner in which any item of income, gain, loss, deduction or credit included in such returns shall be reported and the corporations appropriately included in the ELECTRONICS Unitary Group filing a Combined Return, (ii) whether any extensions of time to file a Consolidated Return or Combined Return shall be requested, and (iii) the elections that will be made in such returns on behalf of the ELECTRONICS Affiliated Group, the ELECTRONICS Unitary Group or any members thereof (including members of the TECHNOLOGIES Subgroup). (b) TECHNOLOGIES and each member of the TECHNOLOGIES Subgroup hereby irrevocably appoint ELECTRONICS as their agent and attorney-in-fact to take such actions (including the execution of documents on behalf of TECHNOLOGIES or any other member of the TECHNOLOGIES Subgroup) as may be appropriate to effectuate the filing of such Consolidated Returns and Combined Returns. TECHNOLOGIES and each TECHNOLOGIES Subgroup member agree to file such consents, elections and other documents, provide information as requested by ELECTRONICS and otherwise cooperate with ELECTRONICS as necessary to carry out the purpose of this section. The TECHNOLOGIES Subgroup shall be allocated and TECHNOLOGIES shall pay to ELECTRONICS an appropriate share of ELECTRONICS' costs (as reasonably determined by ELECTRONICS) of preparing and filing returns under this Section 2.1. (c) ELECTRONICS shall be liable, and shall indemnify TECHNOLOGIES and each other member of the TECHNOLOGIES Subgroup, for any penalties or other damages attributable to the failure of ELECTRONICS to make timely filings of Consolidated Returns or Combined Returns for the Affiliated Period or full and timely payment of all amounts shown to be due thereon, provided that TECHNOLOGIES and the TECHNOLOGIES Subgroup members have complied with their obligations to make Tax payments to, provide information to, and otherwise cooperate on a timely basis with ELECTRONICS as provided under the provisions of this Agreement. In the event ELECTRONICS pays penalties or other damages as a result of TECHNOLOGIES' failure to provide information to, or otherwise cooperate on a timely basis with ELECTRONICS as provided under the provisions of this Agreement, TECHNOLOGIES shall indemnify ELECTRONICS and each other member of the ELECTRONICS Subgroup for such penalties or other damages.

Consolidated Returns and Combined Returns. (a) ELECTRONICS Parent shall have exclusive authority and responsibility to prepare and file Consolidated Returns and Combined Returns on behalf of the ELECTRONICS Parent Affiliated Group and ELECTRONICS Parent Unitary Group, respectively (as well as any other documents, statements or elections required to be filed or included with such Consolidated Returns or Combined Returns), for all taxable years (or portions thereof) included in the Affiliated Period. ELECTRONICS Parent shall have sole authority and discretion to determine (i) the manner in which such Consolidated Returns and Combined Returns (and related documents) shall be prepared and filed, including without limitation the manner in which any item of income, gain, loss, deduction or credit included in such returns shall be reported and the corporations appropriately included in the ELECTRONICS Parent Unitary Group filing a Combined Return, (ii) whether any extensions of time to file a Consolidated Return or Combined Return shall be requested, and (iii) the elections that will be made in such returns on behalf of the ELECTRONICS Parent Affiliated Group, the ELECTRONICS Parent Unitary Group or any members thereof (including members of the TECHNOLOGIES Subsidiary Subgroup). Subject to the preceding provisions of this Section 2.1(a), Parent shall provide draft copies of such returns to Subsidiary a reasonable period of time prior to filing and shall permit subsidiary to comment on any material matters relating to Subsidiary included therein, provided that Parent shall have no obligation to make changes to such returns in response to such comments. (b) TECHNOLOGIES Subsidiary and each member of the TECHNOLOGIES Subsidiary Subgroup hereby irrevocably appoint ELECTRONICS Parent as their agent and attorney-in-fact to take such actions (including the execution of documents on behalf of TECHNOLOGIES Subsidiary or any other member of the TECHNOLOGIES Subsidiary Subgroup) as may be appropriate to effectuate the filing of such Consolidated Returns and Combined Returns. TECHNOLOGIES Subsidiary and each TECHNOLOGIES Subsidiary Subgroup member agree to file such consents, elections and other documents, provide information as requested by ELECTRONICS Parent and otherwise cooperate with ELECTRONICS Parent as necessary to carry out the purpose of this section. The TECHNOLOGIES Subgroup shall be allocated and TECHNOLOGIES shall pay to ELECTRONICS an appropriate share of ELECTRONICS' costs (as reasonably determined by ELECTRONICS) of preparing and filing returns under this Section 2.1. (c) ELECTRONICS Parent shall be liable, and shall indemnify TECHNOLOGIES Subsidiary and each other member of the TECHNOLOGIES Subsidiary Subgroup, for any penalties or other damages attributable to the failure of ELECTRONICS Parent to make timely filings of Consolidated Returns or Combined Returns for the Affiliated Period or full and timely payment of all amounts shown to be due thereon, provided that TECHNOLOGIES Subsidiary and the TECHNOLOGIES Subsidiary Subgroup members have complied with their obligations to make Tax payments to, provide information to, and otherwise cooperate on a timely basis with ELECTRONICS Parent as provided under the provisions of this Agreement. In the event ELECTRONICS pays penalties or other damages as a result of TECHNOLOGIES' failure to provide information to, or otherwise cooperate on a timely basis with ELECTRONICS as provided under the provisions of this Agreement, TECHNOLOGIES shall indemnify ELECTRONICS and each other member of the ELECTRONICS Subgroup for such penalties or other damages.

Consolidated Returns and Combined Returns. (a) ELECTRONICS Collagen shall have exclusive authority and responsibility to prepare and file Consolidated Returns and Combined Returns on behalf of the ELECTRONICS Collagen Affiliated Group and ELECTRONICS Collagen Unitary Group, respectively (as well as any other documents, statements or elections required to be filed or included with such Consolidated Returns or Combined Returns), for all taxable years (or portions thereof) included in the Affiliated Period. ELECTRONICS Collagen shall have sole authority and discretion to determine (i) the manner in which such Consolidated Returns and Combined Returns (and related documents) shall be prepared and filed, including without limitation the manner in which any item of income, gain, loss, deduction or credit included in such returns shall be reported and the corporations appropriately included in the ELECTRONICS Collagen Unitary Group filing a Combined Return, (ii) whether any extensions of time to file a Consolidated Return or Combined Return shall be requested, and (iii) the elections that will be made in such returns on behalf of the ELECTRONICS Collagen Affiliated Group, the ELECTRONICS Collagen Unitary Group or any members thereof (including members of the TECHNOLOGIES Technologies Subgroup). (b) TECHNOLOGIES Technologies and each member of the TECHNOLOGIES Technologies Subgroup hereby irrevocably appoint ELECTRONICS Collagen as their agent and attorney-in-fact to take such actions (including the execution of documents on behalf of TECHNOLOGIES Technologies or any other member of the TECHNOLOGIES Technologies Subgroup) as may be appropriate to effectuate the filing of such Consolidated Returns and Combined Returns. TECHNOLOGIES Technologies and each TECHNOLOGIES Technologies Subgroup member agree to file such consents, elections and other documents, provide information as requested by ELECTRONICS Collagen and otherwise cooperate with ELECTRONICS Collagen as necessary to carry out the purpose of this section. The TECHNOLOGIES Subgroup shall be allocated and TECHNOLOGIES shall pay to ELECTRONICS an appropriate share of ELECTRONICS' costs (as reasonably determined by ELECTRONICS) of preparing and filing returns under this Section 2.1. (c) ELECTRONICS Collagen shall be liable, and shall indemnify TECHNOLOGIES Technologies and each other member of the TECHNOLOGIES Technologies Subgroup, for any penalties or other damages attributable to the failure of ELECTRONICS Collagen to make timely filings of Consolidated Returns or Combined Returns for the Affiliated Period or full and timely payment of all amounts shown to be due thereon, provided that TECHNOLOGIES Technologies and the TECHNOLOGIES Technologies Subgroup members have complied with their obligations to make Tax payments to, provide information to, and otherwise cooperate on a timely basis with ELECTRONICS Collagen as provided under the provisions of this Agreement. In the event ELECTRONICS pays penalties or other damages as a result of TECHNOLOGIES' failure to provide information to, or otherwise cooperate on a timely basis with ELECTRONICS as provided under the provisions of this Agreement, TECHNOLOGIES shall indemnify ELECTRONICS and each other member of the ELECTRONICS Subgroup for such penalties or other damages.