Common use of Manner of Preparation; Elections Clause in Contracts

Manner of Preparation; Elections. All Tax Returns filed after the Distribution Date shall be prepared on a basis which does not have an adverse effect on the elections, accounting methods, conventions, closing agreements and principles of taxation used in any Tax Return filed for any taxable period ending on or before the Distribution Date, and shall be filed on a timely basis by the party responsible for such filing under this Agreement. 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. Anything herein to the contrary notwithstanding, without the prior written consent of FAF, which consent shall not be unreasonably withheld, no member of the LAC Group shall carry back to any taxable period beginning before the Distribution Date any Tax Attribute arising in any taxable period beginning on or after the Distribution Date. To the extent any such carryback is not so consented to by FAF, then FAF shall be entitled to retain for itself any refund or other benefit obtained from such carryback filed by LAC. LAC shall promptly reimburse FAF for the amount, if any, by which any Tax Detriment incurred by the FAF Group or any member thereof as a result of such carryback exceeds the Tax Benefit(s) to the FAF Group or any member thereof as a result of such carryback, upon receipt of documentation detailing such Tax Detriment(s) within fifteen (15) days of receipt of documentation, after which any unpaid amount will accrue interest at the rate for income tax deficiencies specified in Section 3.1. All Tax Attributes of the FAF Group and LAC Group will be allocated among the FAF Group and LAC Group in accordance with the regulations promulgated pursuant to Section 1502 of the Code (the "Consolidated Return Regulations") and, to the extent applicable, other provisions of the Code and the regulations promulgated thereunder (and analogous provisions of state, local or foreign law).

Manner of Preparation; Elections. All Tax Returns filed after the Distribution Date, to the extent Tax Items, elections, accounting methods, conventions or Tax principles reflected on such Tax Returns could reasonably be expected to affect Tax Items, elections, accounting methods, conventions or Tax principles reflected on any Tax Return filed before the Distribution Date, shall be prepared in accordance with past practice (unless such past practice is no longer permissible under the Code or other applicable Tax law), or to the extent any such Tax Items, elections, accounting methods, conventions or Tax principles are not covered by past practice (or in the event such past practice is no longer permissible under the Code or other applicable Tax law), in accordance with reasonable Tax practices selected by Viad. All Tax Returns filed after the Distribution Date shall be prepared on a basis which does not have an adverse effect on the elections, accounting methods, conventions, closing agreements and principles of taxation used in any Tax Return filed for any taxable period ending on or before the Distribution Date, and shall be filed on a timely basis by the party responsible for such filing under this Agreement. 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. Anything herein to the contrary notwithstanding, without the prior written consent of FAFViad, which consent shall not be unreasonably withheld, no member of the LAC Newco Group shall carry back to any taxable period beginning before the Distribution Date any Tax Attribute arising in any taxable period beginning on or after the Distribution Date. To the extent any such carryback is not so consented to by FAFViad, then FAF Viad shall be entitled to retain for itself any refund or other benefit obtained from such carryback filed by LACNewco or a member of the Newco Group. LAC Newco shall promptly reimburse FAF Viad for the amount, if any, by which any Tax Detriment incurred by the FAF Viad Group or any member thereof as a result of such carryback exceeds the Tax Benefit(s) to the FAF Viad Group or any member thereof as a result of such carryback, upon receipt of documentation detailing such Tax Detriment(s) within fifteen (15) days of receipt of documentation, after which any unpaid amount will accrue interest at the rate for income tax deficiencies specified in Section 3.13.01. All Tax Attributes Section 6.04 of the FAF Group Employee Benefits Agreement (entitled “Tax Deductions”) is hereby incorporated by reference, and LAC Group will all Tax Returns shall be allocated among the FAF Group and LAC Group filed in accordance with the regulations promulgated pursuant to Section 1502 of the Code (the "Consolidated Return Regulations") and, to the extent applicable, other provisions of the Code and the regulations promulgated thereunder (and analogous provisions of state, local or foreign law)a manner consistent therewith.