Common use of Manner of Filing Clause in Contracts

Manner of Filing. (a) For periods that include the Effective Date and periods after the Effective Date, MRD shall have the sole and exclusive responsibility for the preparation and filing of, and shall prepare and file, all Combined Returns or cause to be prepared and filed all Combined Returns. MRD shall be authorized to take any and all action necessary or incidental to the preparation and filing of a Combined Return (i) making elections and adopting accounting methods, (ii) filing all extensions of time, including extensions of time for payment of tax, (iii) filing claims for refund or credit or (iv) giving waivers or bonds. (b) For periods that include the Effective Date and periods after the Effective Date, the Partnership Group shall have the sole and exclusive responsibility for the preparation and filing of, and shall prepare and file or cause to be prepared and filed, all Tax Returns of the Partnership Group Members that are not Combined Returns. (c) MRD shall have sole discretion to include, or cause to be included, in a Combined Return for any Tax any member of the Partnership Group for which inclusion in such Combined Return is elective; provided, however, that the Partnership Group Combined Tax Liability for any period shall not exceed the aggregate of (i) each such elective Partnership Group Member’s liability for such Tax for such period, computed as if such Partnership Group Member were not included in such Combined Return and (ii) the Partnership Group Combined Tax Liability calculated for the Partnership Group Members for which inclusion is not elective. MRD shall provide pro forma Tax Returns pursuant to Section 3.5 to support the calculation of the amount of any decrease in the Partnership Group Combined Tax Liability pursuant to this Section 2.1(c).

Manner of Filing. (a) For periods that include the Effective Date and periods after the Effective Date, MRD EPD shall have the sole and exclusive responsibility for the preparation and filing of, and shall cause the Reporting Entity to prepare and file, all Combined Returns or cause to be prepared and filed all Combined Returns. MRD EPD shall be authorized to take any and all action necessary or incidental to the preparation and filing of a Combined Return Return, including, without limitation, (i) making elections and adopting accounting methods, (ii) filing all extensions of time, including extensions of time for payment of tax, (iii) filing claims for refund or credit or (iv) giving waivers or bonds. (b) For periods that include the Effective Date and periods after the Effective Date, the Partnership Group shall have the sole and exclusive responsibility for the preparation and filing of, and shall prepare and file or cause to be prepared and filed, all Tax Returns of the Partnership Group Members that are not Combined Returns. (c) MRD EPD shall have sole discretion to include, or cause to be included, in a Combined Return for any Tax any member of the Partnership Group for which inclusion in such Combined Return is elective; provided, however, that the Partnership Group Combined Tax Liability for any period shall not exceed the aggregate of (ix) each such elective Partnership Group Member’s liability for such Tax for such period, computed as if such Partnership Group Member were not included in such Combined Return and (iiy) the Partnership Group Combined Tax Liability calculated for the Partnership Group Members for which inclusion is not elective. MRD EPD shall provide pro forma Tax Returns pursuant to Section 3.5 of this Agreement to support the calculation of the amount of any decrease in the Partnership Group Combined Tax Liability pursuant to this Section 2.1(c).

Manner of Filing. (a) For periods that include the Effective Date and periods after the Effective Date, MRD OTA shall have the sole and exclusive responsibility for the preparation and filing of, and shall cause the Reporting Entity to prepare and file, all Combined Returns or cause to be prepared and filed all Combined Returns. MRD OTA shall be authorized to take any and all action necessary or incidental to the preparation and filing of a Combined Return Return, including, without limitation, (i) making elections and adopting accounting methods, (ii) filing all extensions of time, including extensions of time for payment of tax, (iii) filing claims for refund or credit or (iv) giving waivers or bonds. (b) For periods that include the Effective Date and periods after the Effective Date, the Partnership Group shall have the sole and exclusive responsibility for the preparation and filing of, and shall prepare and file or cause to be prepared and filed, all Tax Returns of the Partnership Group Members that are not Combined Returns. (c) MRD OTA shall have sole discretion to include, or cause to be included, in a Combined Return for any Tax any member of the Partnership Group for which inclusion in such Combined Return is elective; provided, however, that the Partnership Group Combined Tax Liability for any period shall not exceed the aggregate of (ix) each such elective Partnership Group Member’s liability for such Tax for such period, computed as if such Partnership Group Member were not included in such Combined Return and (iiy) the Partnership Group Combined Tax Liability calculated for the Partnership Group Members for which inclusion is not elective. MRD OTA shall provide pro forma Tax Returns pursuant to Section 3.5 of this Agreement to support the calculation of the amount of any decrease in the Partnership Group Combined Tax Liability pursuant to this Section 2.1(c).

Manner of Filing. (a) For periods that include the Effective Date and periods after the Effective Date, MRD DBE shall have the sole and exclusive responsibility for the preparation and filing of, and shall cause the Reporting Entity to prepare and file, all Combined Returns or cause to be prepared and filed all Combined Returns. MRD DBE shall be authorized to take take, in its sole discretion, any and all action necessary or incidental to the preparation and filing of a Combined Return Return, including, without limitation, (i) making elections and adopting accounting methods, (ii) filing all extensions of time, including extensions of time for payment of tax, (iii) filing claims for refund or credit or (iv) giving waivers or bonds. (b) For periods that include the Effective Date and periods after the Effective Date, the Partnership Company Group shall have the sole and exclusive responsibility for the preparation and filing of, and shall prepare and file or cause to be prepared and filed, all Tax Returns of the Partnership Company Group Members that are not Combined Returns. (c) MRD DBE shall have sole discretion to include, or cause to be included, in a Combined Return for any Tax any member of the Partnership Company Group for which inclusion in such Combined Return is elective; provided, however, that the Partnership Company Group Combined Tax Liability for any period shall not exceed the aggregate of (ix) each such elective Partnership Company Group Member’s liability for such Tax for such period, computed as if such Partnership Company Group Member were not included in such Combined Return and (iiy) the Partnership Company Group Combined Tax Liability calculated for the Partnership Company Group Members for which inclusion is not elective. MRD DBE shall provide pro forma Tax Returns pursuant to Section 3.5 of this Agreement to support the calculation of the amount of any decrease in the Partnership Company Group Combined Tax Liability pursuant to this Section 2.1(c).