Common use of Execution of Returns Prepared by Other Party Clause in Contracts

Execution of Returns Prepared by Other Party. In the case of any Tax Return which is required to be prepared and filed by one Company under this Agreement and which is required by law to be signed by another Company (or by its authorized representative), the Company which is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement if there is no reasonable basis for the tax treatment of any material items reported on the Tax Return. 4.08 Claims for Refund, Carrybacks, and Self-Audit Adjustments ("Adjustment Requests") (a) Consent Required for Adjustment Requests Related to Consolidated or Combined Income Taxes. Except as provided in paragraphs (b), (c), and (d) below, each of the Companies hereby agrees that, unless each of the other Companies consents in writing, which consent shall not be unreasonably withheld, (i) no Adjustment Request with respect to any Consolidated or Combined Income Tax for a Pre-Distribution Period shall be filed, and (ii) any available elections to waive the right to claim in any Pre-Distribution Period with respect to any Consolidated or Combined Income Tax any Carryback arising in a Post-Distribution Period shall be made, and no affirmative election shall be made to claim any such Carryback. Any Adjustment Request which the Companies consent to make under this Section 4.08 shall be prepared and filed by the Responsible Company under Section 4.02 for the Tax Return to be adjusted. The Company requesting the Adjustment Request shall provide to the Responsible Company all information required for the preparation and filing of such Adjustment Request in such form and detail as reasonably requested by the Responsible Company. (b)

Execution of Returns Prepared by Other Party. In the case of any Tax Return which is required to be prepared and filed by one Company Party under this Agreement TMA and which is required by law to be signed by another Company the other Party (or by its authorized representative), if the Company Party which is legally required to sign such Tax Return shall not be required objects to sign such Tax Return under this Agreement if there is no reasonable basis for the tax treatment of any material items reported on signing the Tax Return, the matter shall be resolved in accordance with the dispute resolution provisions of Section 14 as promptly as practicable. 4.08 Concentrix Carryback Items and Claims for Refund, Carrybacks, and Self-Audit Adjustments ("Adjustment Requests") (a) Consent Required for Adjustment Requests Related to Consolidated or Combined Income TaxesRefund . Except as provided in paragraphs (b), (c), and (d) below, each of the Companies Concentrix hereby agrees that, unless each of the other Companies SYNNEX consents in writing, writing (which consent shall not be unreasonably withheld), (i) no Adjustment Request with respect to any Consolidated Tax Return with respect to which SYNNEX is the Responsible Party (including any Joint Return) or Combined Income any other Tax Return reflecting Taxes for a Pre-Distribution Period which SYNNEX is responsible under Section 2 shall be filed, and (ii) any available elections to waive the right to claim in any Pre-Distribution Deconsolidation Period with respect to any Consolidated Tax Return with respect to which SYNNEX is the Responsible Party (including any Joint Return) or Combined Income any Tax Return reflecting both Taxes for which SYNNEX is responsible under Section 2 and Taxes for which Concentrix is responsible under Section 2 any Concentrix Carryback Item arising in a Post-Distribution Deconsolidation Period shall be made, and no affirmative election shall be made to claim any such CarrybackConcentrix Carryback Item; provided, however, that the parties agree that any such Adjustment Request shall be made with respect to any Concentrix Carryback Item related to Federal or State Income Taxes, upon the reasonable request of Concentrix, if such Concentrix Carryback Item is necessary to prevent the loss of the Federal and/or State Income Tax Benefit of such Concentrix Carryback Item (including, but not limited to, an Adjustment Request with respect to a Concentrix Carryback Item of a federal or State capital loss arising in a Post-Deconsolidation Period to a Pre-Deconsolidation Period) and such Adjustment Request, based on SYNNEX’s sole, reasonable determination, will cause no Tax detriment to SYNNEX, the SYNNEX Group or any member of the SYNNEX Group. Any Adjustment Request which the Companies consent SYNNEX consents to make under this Section 4.08 4.05 shall be prepared and filed by the Responsible Company under Section 4.02 Party for the Tax Return to be adjusted. The Company requesting the Adjustment Request shall provide ; provided, however, that, prior to the Responsible Company all information required for the preparation and filing of any such Adjustment Request, the other Party shall have the right to review such Adjustment Request in such form together with any related workpapers and detail as reasonably requested by the Responsible Company. (b)other supporting documentation.