Manner of Preparation. (a) To the extent permitted by law, any taxable period of Xxxxxxx Electronics or any Xxxxxxx Electronics Subsidiary for any state or local Income Tax purposes that would otherwise include but not end on the Distribution Date shall be bifurcated into two separate taxable periods, one ending on the Distribution Date and the other beginning on the day following the Distribution Date (each a “Stub Taxable Period”), and a separate Income Tax Return for each Stub Taxable Period shall be prepared and filed by the Party responsible for such preparation and filing pursuant to Sections 2.1 and 2.2.
(b) To the extent any Tax Return required to be prepared by Xxxxxxx International pursuant to Section 2.1 contains Tax Attributes relating to the Xxxxxxx Electronics Business or any Tax Return required to be prepared by Xxxxxxx Electronics pursuant to Section 2.2 contains Tax Attributes relating to the Retained Business (each such Tax Return, a “Combined Return”), the Party not responsible for preparing such Combined Return (the “Included Party”) shall, at its own cost and expense, (i) prepare and deliver to the Party responsible for preparing such Tax Return (the “Preparing Party”) a Tax Package within thirty (30) days following the written request of the Preparing Party; and (ii) pay to the Preparing Party all Taxes in respect of such Tax Return for which the Included Party is responsible pursuant to the terms of this Agreement.
(c) In the event an Included Party does not fulfill its obligations pursuant to Section 2.3(b), the Preparing Party shall be entitled to prepare or cause to be prepared the information required to be included in the Tax Package for purposes of preparing the Combined Return, and the Included Party shall reimburse the Preparing Party for any out-of-pocket expenses incurred in the preparation of such information. All Combined Returns shall be submitted by the Preparing Party to the Included Party for its review and comment as soon as reasonably practicable prior to the due date for the filing of Combined Return. As soon as reasonably practicable after the receipt of the Combined Return, the Included Party shall have the right to object to the Combined Return (or items with respect thereto) by written notice, which notice shall contain such disputed item (or items) and the basis for its objection. The Parties shall act in good faith to resolve any such dispute as promptly as practicable; provided, however, that notwithstanding anything to the contra...
Manner of Preparation. All Income Tax Returns filed on or after the Distribution Date shall be prepared and filed on a timely basis (including pursuant to extensions) by the Party responsible for such filing under this Agreement. In the absence of a Final Determination to the contrary, a controlling change in law or circumstances, or accounting method changes pursuant to applications that are approved by the Internal Revenue Service, all Income Tax Returns of Spinco for tax periods commencing prior to the Distribution Date shall be prepared on a basis consistent with the elections, accounting methods, conventions, assumptions and principles of taxation used with respect to the Spinco Business for the most recent taxable periods for which Tax Returns of the Affiliated Group have been filed.
Manner of Preparation. (a) Unless otherwise required by the IRS, any Governmental Authority or a court, the Parties hereby agree to treat the Distribution Date as the last day on which any member of the New D&B Group was included in the Pre-Distribution D&B Group and to file all Tax Returns, and to take all other actions, in a manner consistent with such position. For any period that includes but does not end on the Distribution Date, to the extent permitted by law or administrative practice, the taxable year of each member of the Pre-Distribution D&B Group and any group of such members shall be treated as ending on the Distribution Date.
(b) In the case of federal Income Tax Returns and combined state, local and foreign Income Tax Returns, the non-preparing Party to be included in such Tax Returns shall prepare, in a manner consistent with prior practice, a tax package for itself and each of its Subsidiaries included in the relevant Tax Return and shall provide such tax package to the Party preparing the Tax Return at least 90 days prior to the due date (including extensions) of the Tax Return. Each such tax package shall be in the form of pro forma Tax Returns for the non-preparing Party and each of its included Subsidiaries.
(c) To the extent not inconsistent with Section 2.3(d) of this Agreement, with regard to Tax Returns to be prepared by one Party or any of its Subsidiaries with respect to which the other Party has liability under Article III hereof, the preparing Party shall submit such Tax Return to the other Party at least 30 days prior to the date on which such Tax Return is due (including extensions). The other Party shall submit its comments to the preparing Party within 10 days of receipt of such Tax Return. The preparing Party shall alter the Tax Return to reflect the comments of the other Party with respect to Tax Items in respect of which the other Party is wholly liable for Taxes unless the
Manner of Preparation. (a) Unless and until there has been a Final Determination to the contrary, all Tax Returns of or that include CS&L, WHI, or any of their respective Subsidiaries shall be prepared in a manner that is consistent with the Tax Materials. In addition, to the extent permitted by law, unless and until there has been a Final Determination to the contrary, all Tax Returns of any member of the CS&L Group prepared pursuant to Section 2.1(a) or Section 2.1(d) shall be prepared in a manner that is otherwise consistent with past practices of WHI, CS&L, and their respective Subsidiaries.
(b) To the extent a Party takes a position on an income Tax Return prepared pursuant to Section 2.1 that is reasonably expected to materially increase the Tax liability of the other Party and there is no past practice of WHI, CS&L or their respective Subsidiaries with respect to such position, the preparing Party shall provide such income Tax Return to the other Party for its review and comment at least twenty (20) Business Days prior to the date on which such income Tax Return is required to be filed (taking into account any valid extensions). The preparing Party shall make or cause to be made any and all changes to such Tax Return reasonably requested by the other Party, provided, however, that the other Party must submit to the preparing Party its proposed changes to such Tax Return in writing within ten (10) Business Days of receiving such Tax Return. To the extent the Parties disagree with respect to the position, the Parties shall negotiate in good faith to resolve such dispute. If the Parties are unable to resolve the dispute, such dispute shall be resolved pursuant to the terms of Section 2.10 of this Agreement.
Manner of Preparation. Unless otherwise required by law, all Tax Returns of or that include any PLG Entity or that otherwise reflect Shared Taxes for any Pre-Closing Period shall be prepared in a manner that is consistent with past practices of Colt and its Subsidiaries (including the PLG Entities, the Shared Entities and the Colt Entities) in filing their Tax Returns.
Manner of Preparation. All Tax Returns filed after the Distribution Date shall be prepared on a basis which is consistent with the income tax rulings obtained from the U.S. Internal Revenue Service ("IRS") or any other governmental authority in connection with the restructuring of Xxxxxxx contemplated by the Distribution Agreement (in the absence of a controlling change in law or circumstances) and shall be filed on a timely basis by the party responsible for such filing under this Agreement. To the extent that an inconsistent position taken by one party hereto or a member of its group would result in a Tax Detriment to the other party hereto or a member of its group, and in the absence of a controlling change in law or circumstances, all Tax Returns filed after the date of this Agreement shall be prepared on a basis consistent with the elections, accounting methods, conventions, and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar items have been filed. Subject to the provisions of this Agreement, all decisions relating to the preparation and filing of Tax Returns and any audit or other review of such Tax Returns shall be made in the sole discretion of the party responsible under this Agreement for such filing.
Manner of Preparation. All Income Tax Returns filed on or after the Distribution Date shall be prepared and filed on a timely basis (including pursuant to extensions) by the Party responsible for such filing under this Agreement. In the absence of a Final Determination to the contrary, a controlling change in law or circumstances, or accounting method changes pursuant to applications that are approved by the Internal Revenue Service, all Income Tax Returns of CTM for tax periods commencing prior to the Distribution Date shall be prepared on a basis consistent with the elections, accounting methods, conventions, assumptions and principles of taxation used with respect to the CTM Business for the most recent taxable periods for which Tax Returns of the Affiliated Group have been filed.
Manner of Preparation. (a) Unless otherwise agreed by the Parties in writing, with regard to Tax Returns to be prepared and filed by Circuit City or any other Member of the Circuit City Group with respect to which CarMax has liability under this Agreement, Circuit City shall submit such Tax Return to CarMax at least 30 days prior to the date on which such Tax Return is due (including extensions). CarMax shall submit its comments to Circuit City within 10 days of receipt of such Tax Return.
(b) All Tax Returns filed on or after the Separation Date shall be prepared in a manner that is consistent with the rulings obtained from the IRS or any other Taxing Authority in connection with the Separation (in the absence of a Final Determination to the contrary) and shall be filed on a timely basis (including pursuant to extensions) by the Party responsible for such filing under this Agreement. In the absence of a Final Determination to the contrary and unless deviation from past practice would have no material adverse effect on either Circuit City or CarMax, all Tax Returns filed after the date of this Agreement shall be prepared on a basis consistent with the elections, accounting methods, conventions, assumptions and principles of taxation used for the most recent taxable periods for which Tax Returns of the Affiliated Group have been filed.
Manner of Preparation. All Income Tax Returns filed on or after the Distribution Date shall be prepared in a manner that is consistent with the Ruling and the Opinion, or any other rulings obtained from other Taxing Authorities in connection with the Distribution (in the absence of a Final Determination to the contrary) and shall be filed on a timely basis (including pursuant to extensions) by the Party responsible for such filing under this Agreement. In the absence of a Final Determination to the contrary, a controlling change in law or circumstances, or accounting method changes pursuant to applications that are approved by the Internal Revenue Service, all Income Tax Returns of Spinco for tax periods commencing prior to the Distribution Date shall be prepared on a basis consistent with the elections, accounting methods, conventions, assumptions and principles of taxation used with respect to the Spinco Business for the most recent taxable periods for which Tax Returns of the Affiliated Group have been filed.
Manner of Preparation. Unless and until there has been a Final Determination to the contrary, each Party agrees that all Tax Returns filed on or after the Distribution Date shall be prepared in a manner that is consistent with (a) the Ruling, the Tax Opinions, any other rulings obtained from other Taxing Authorities in connection with the Distribution and the Internal Reorganization, and the Tax Representation Letters, (b) the allocation of Taxes and any refunds, offsets or credits thereof between the Parties as set forth in this Agreement and the Employee Matters Agreement, and (c) the Tax treatment of any transaction included in the Internal Reorganization as contemplated by IR (including, for the avoidance of doubt, that the proceeds from the disposition of the assets (including shares) transferred pursuant to the Canadian Asset Transfer Agreement will be equal to the fair market value thereof). To the extent not inconsistent with the foregoing, all Tax Returns filed pursuant to Section 3.3 and this Section 3.4 shall be prepared consistent with past practice. All such Tax Returns shall be filed on a timely basis (including pursuant to extensions) by the Party responsible for such filing under this Agreement.