Common use of Deconsolidation Taxes and Other Foreign Restructuring Taxes Clause in Contracts

Deconsolidation Taxes and Other Foreign Restructuring Taxes. Any Tax Return (or portion thereof) that includes any Tax Item relating to any Deconsolidation (to the extent resulting in Deconsolidation Taxes) or Secondary Restructuring (to the extent resulting in Other Foreign Restructuring Taxes) shall be prepared and filed by the party responsible for preparing and filing such Tax Return (under Sections 2.1 and 2.2 of this Agreement); provided that, notwithstanding any other provision of this Agreement, if Subsidiary is the party responsible for preparing (or causing to be prepared) any such Tax Return (or portion thereof) (each a "Subsidiary Restructuring Tax Return"), Subsidiary shall provide any such Subsidiary Restructuring Tax Return (or portion thereof) to FMC (no later than forty-five (45) Business Days (or such shorter period as agreed to by FMC) prior to the due date for the filing of such Tax Return (taking into account applicable extensions)), for FMC's review and approval, which approval, to the extent it relates to any Tax Item relating to any Deconsolidation (to the extent resulting in Deconsolidation Taxes) or Secondary Restructuring (to the extent resulting in Other Foreign Restructuring Taxes), may be withheld by FMC in its sole discretion and any such Tax Item shall be reported as determined by FMC in its sole discretion (so long as such reporting position is supported by "substantial authority" (within the meaning of Section 1.6662-4(d) of the Treasury Regulations) with respect to United States federal, state and local Tax Returns or has similar appropriate authoritative support with respect to any Tax Return other than United States federal, state and local Tax Returns).

Deconsolidation Taxes and Other Foreign Restructuring Taxes. Any Tax Return (or portion thereof) that includes any Tax Item relating to any Deconsolidation (to the extent resulting in Deconsolidation Taxes) or Secondary Restructuring (to the extent resulting in Other Foreign Restructuring Taxes) shall be prepared and filed by the party responsible for preparing and filing such Tax Return (under Sections 2.1 and 2.2 of this Agreement); provided that, notwithstanding any other provision of this Agreement, if Subsidiary is the party responsible for preparing (or causing to be prepared) any such Tax Return (or portion thereof) (each a "Subsidiary Restructuring Tax Return"), Subsidiary shall provide any such Subsidiary Restructuring Tax Return (or portion thereof) to FMC (no later than forty-five (45) Business Days (or such shorter period as agreed to by FMC) prior to the due date for the filing of such Tax Return (taking into account applicable extensions)), for FMC's review and approval, which approval, to the extent it relates to any Tax Item relating to any Deconsolidation (to the extent resulting in Deconsolidation Taxes) or Secondary Restructuring (to the extent resulting in Other Foreign Restructuring Taxes), may be withheld by FMC in its sole discretion and any such Tax Item shall be reported as determined by FMC in its sole discretion (so long as such reporting position is supported by "substantial authority" (within the meaning of Section 1.6662-4(d) of -27- <PAGE> the Treasury Regulations) with respect to United States federal, state and local Tax Returns or has similar appropriate authoritative support with respect to any Tax Return other than United States federal, state and local Tax Returns).. 9.3

Deconsolidation Taxes and Other Foreign Restructuring Taxes. Any Tax Return (or portion thereof) that includes any Tax Item relating to any Deconsolidation (to the extent resulting in Deconsolidation Taxes) or Secondary Restructuring (to the extent resulting in Other Foreign Restructuring Taxes) shall be prepared and filed by the party responsible for preparing and filing such Tax Return (under Sections 2.1 and 2.2 of this Agreement); provided that, notwithstanding any other provision of this Agreement, if Subsidiary Conoco is the party responsible for preparing (or causing to be prepared) any such Tax Return (or portion thereof) (each a "Subsidiary Conoco Restructuring Tax Return"), Subsidiary Conoco shall provide any such Subsidiary Conoco Restructuring Tax Return (or portion thereof) to FMC DuPont (no later than forty-five (45) Business Days business days (or such shorter period as agreed to by FMCDuPont) prior to the due date for the filing of such Tax Return (taking into account applicable extensions)), for FMCDuPont's review and approval, which approval, to the extent it relates to any Tax Item relating to any Deconsolidation (to the extent resulting in Deconsolidation Taxes) or Secondary Restructuring (to the extent resulting in Other Foreign Restructuring Taxes), may be withheld by FMC DuPont in its sole discretion and any such Tax Item shall be reported as determined by FMC DuPont in its sole discretion (so long as such reporting position is supported by "substantial authority" (within the meaning of Section 1.6662-4(d) of the Treasury Regulations) with respect to United States federal, state and local Tax Returns or has similar appropriate authoritative support with respect to any Tax Return other than United States federal, state and local Tax Returns).

Deconsolidation Taxes and Other Foreign Restructuring Taxes. Any Tax Return (or portion thereof) that includes any Tax Item relating to any Deconsolidation (to the extent resulting in Deconsolidation Taxes) or Secondary EXHIBIT 10.13 Restructuring (to the extent resulting in Other Foreign Restructuring Taxes) shall be prepared and filed by the party responsible for preparing and filing such Tax Return (under Sections 2.1 and 2.2 of this Agreement); provided that, notwithstanding any other provision of this Agreement, if Subsidiary Conoco is the party responsible for preparing (or causing to be prepared) any such Tax Return (or portion thereof) (each a "Subsidiary Conoco Restructuring Tax tax Return"), Subsidiary Conoco shall provide any such Subsidiary Conoco Restructuring Tax Return (or portion thereof) to FMC DuPont (no later than forty-five (45) Business Days business days (or such shorter period as agreed to by FMCDuPont) prior to the due date for the filing of such Tax Return (taking into account applicable extensions)), for FMCDuPont's review and approval, which approval, to the extent it relates to any Tax Item relating to any Deconsolidation (to the extent resulting in Deconsolidation Taxes) or Secondary Restructuring (to the extent resulting in Other Foreign Restructuring Taxes), may be withheld by FMC DuPont in its sole discretion and any such Tax Item shall be reported as determined by FMC DuPont in its sole discretion (so long as such reporting position is supported by "substantial Substantial authority" (within the meaning of Section 1.6662-4(d) of the Treasury Regulations) with respect to United States federal, state and local Tax Returns or has similar appropriate authoritative support with respect to any Tax Return other than United States federal, state and local Tax Returns).