Common use of Manner of Preparation Clause in Contracts

Manner of Preparation. (a) All Tax Returns filed on or after the Distribution Date shall be prepared on a basis that is consistent with the rulings obtained from the IRS or any other Governmental Authority in connection with the Reorganizations or Distribution (in the absence of a controlling change in law or circumstances) 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 controlling change in law or circumstances and unless deviation from past practice would have no adverse effect on any of the Parties, 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 involving similar Tax Items have been filed; provided, however, that a party filing any Tax Return that does not conform to such past practices shall not be liable for any additional Tax liability imposed, in whole or in part, as a result of such deviation from past practice if: (i) for Tax Returns filed within three years of the Distribution Date, 30 days prior to the filing of such Tax Return, the party filing such Tax Return notifies all parties that may be adversely affected; and (ii) the party filing such Tax Return establishes that conformity with past practice involves a significant risk of the imposition of a penalty. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the party responsible under this Agreement for its preparation; provided, however, that to the extent a party (or any of its businesses) is included in a Tax Return prepared by another party (the "Preparing Party"), the party not responsible for preparing the Tax Return (the "Included Party") shall have the right to review and comment on such Tax Return prior to the filing thereof in the following manner:

Manner of Preparation. (a) All Tax Returns filed on or after the Distribution Date shall be prepared on a basis that is consistent with the rulings obtained from the IRS or any other Governmental Authority in connection with the Reorganizations or Distribution (in the absence of a controlling change in law or circumstances) 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 controlling change in law or circumstances and unless deviation from past practice would have no adverse effect on any of the Parties, 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 involving similar Tax Items have been filed; provided, however, that a party filing any Tax Return that does not conform to such past practices shall not be liable for any additional Tax liability imposed, in whole or in part, as a result of such deviation from past practice if: (i) for Tax Returns filed within three years of the Distribution Date, 30 days prior to the filing of such Tax Return, the party filing such Tax Return notifies all parties that may be adversely affected; and (ii) the party filing such Tax Return establishes that conformity with past practice involves a significant risk of the imposition of a penalty. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the party responsible under this Agreement for its preparation; provided, however, that to the extent a party (or any of its businesses) is included in a Tax Return prepared by another party (the "Preparing Party"), the party not responsible for preparing the Tax Return (the "Included Party") shall have the right to review and comment on such Tax Return prior to the filing thereof in the following manner:

Manner of Preparation. (a) All Any such Tax Returns filed on Return referred to in Section 5.2 or after the Distribution Date Section 5.3 shall be prepared on in a basis that is manner consistent with the rulings obtained from the IRS past practice (unless otherwise required by Applicable Law) and without a change of any election or any other Governmental Authority in connection with the Reorganizations or Distribution (in the absence of a controlling change in law or circumstances) accounting method and shall be filed on a timely basis (including pursuant to extensions) submitted by the party responsible for such filing under this Agreement. In Party preparing the absence of a controlling change in law or circumstances and unless deviation from past practice would have no adverse effect on any of the Parties, 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 involving similar Tax Items have been filed; provided, however, that a party filing any Tax Return that does not conform to such past practices shall not be liable for any additional Tax liability imposedthe other Party (together with schedules, in whole statements and, to the extent requested by Buyer or in partthe Equityholder, as a result of such deviation from past practice if: applicable, supporting documentation) at least forty-five (i45) for Tax Returns filed within three years of the Distribution Date, 30 days prior to the filing due date (including extensions) of such Tax Return. If the Party reviewing the Tax Return objects to any item on any such Tax Return, it shall, within fifteen (15) days after delivery of such Tax Return, notify the party filing Party that prepared the Tax Return, in writing, that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Buyer and the Equityholder shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer and the Equityholder are unable to reach such agreement within ten (10) days after receipt by Buyer of such notice, the disputed items shall be resolved by a Neutral Accounting Firm selected by Xxxxx (the “Accounting Referee”) and any determination by the Accounting Referee shall be final. The Accounting Referee shall resolve any disputed items within twenty (20) days of having the item referred to it pursuant to such procedures as it may require. If the Accounting Referee is unable to resolve any disputed items before the due date for such Tax Return notifies all parties that may be adversely affected; and (ii) the party filing such Tax Return establishes that conformity with past practice involves a significant risk of the imposition of a penalty. Subject to the provisions of this AgreementReturn, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the party responsible under this Agreement for its preparation; provided, however, that to the extent a party (or any of its businesses) is included in a Tax Return prepared by another party (the "Preparing Party"), the party not responsible for preparing the Tax Return (shall be filed as prepared and then amended to reflect the "Included Party"Accounting Referee’s resolution. The costs, fees and expenses of the Accounting Referee shall be borne by Xxxxx, on the one hand, and the Equityholder, on the other hand, in such amount(s) as shall have be determined by the right to review and comment Accounting Referee based on such Tax Return prior the proportion that the aggregate amount of disputed items submitted to the filing thereof in Accounting Referee that is unsuccessfully disputed by Xxxxx, on the following manner:one hand, or the Equityholder, on the other hand, as determined by the Accounting Referee, bears to the total amount of such disputed items so referred to the Accounting Referee for resolution.

Manner of Preparation. (a) All Tax Returns filed after the Closing Date and on or after before the Distribution Date shall be prepared date on a basis that is consistent with which the rulings obtained from statute of limitations for assessing federal income tax deficiencies against the IRS Holdings Group (or any other Governmental Authority successor thereto) expires for the tax year in connection with which the Reorganizations or Distribution (final Tax Benefit Payment is made pursuant to the terms of this Agreement shall, to the extent permitted by applicable law and in the absence of a controlling change in law or circumstances) , be prepared on a basis which is consistent with the Election and shall be filed on a timely basis (including pursuant to extensions) by the party responsible for such filing under this Agreement. In To the extent permitted by applicable law and in the absence of a controlling change in law or circumstances circumstances, or except as otherwise agreed in writing by Tandy and unless deviation from past practice would have no adverse effect on any of the PartiesHoldings, all Tax Returns filed after the date of this Agreement Closing Date 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 involving similar Tax Items items have been filedfiled prior to the Closing Date and on or before the date on which the statute of limitations for assessing federal income tax deficiencies against the Holdings Group (or any successor thereto) expires for the tax year in which the Final Tax Benefit Payment is made pursuant to the terms of this Agreement with respect to items relating to the Contribution, the IPO or the Election (including, without limitation, the method of depreciation used with respect to each Asset (as defined below)); provided, howeverthat subject to the first sentence of this Section 2.01, Holdings shall be permitted to elect such accounting methods, conventions, principles of taxation and depreciation methods for Tax and/or financial reporting purposes as it desires to the extent such elections have no effect on the determination of the amount of any Tax Benefit Deduction; and provided, further, that a party filing any for Tax Return that does not conform to such past practices purposes members of the Holdings Group shall not be liable for any additional Tax liability imposed, in whole or in part, amortize intangibles (including goodwill and going concern value) created as a result of such deviation from past practice if: (i) for Tax Returns filed within three years of the Distribution Date, 30 days prior to Election over the filing of such Tax Return, the party filing such Tax Return notifies all parties that may be adversely affected; and (ii) the party filing such Tax Return establishes that conformity with past practice involves a significant risk of the imposition of a penaltyshortest period permitted by law. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the party responsible under this Agreement for its such preparation; provided, however, that to the extent a party (or any of its businessessubsidiaries) is included in a Tax Return prepared by another party (the "Preparing Party")other party, the party not responsible for preparing the Tax Return (the "Included Party") shall have the right to review and comment on such Tax Return prior to the filing thereof thereof. Subject to the foregoing (including the Election), and unless otherwise required by the IRS, or any governmental authority or a court, Tandy and Holdings (on behalf of itself and all members of the Holdings Group) hereby agree to file all Tax Returns (including IRS Form 1122), and to take all other actions, to enable Tandy to include OSI-Missouri and OSI-Virginia in any consolidated or combined Tax Returns for the following manner:"affiliated group" of which Tandy is the "common parent" for the period January 1, 1994 through the Closing Date.