Common use of Manner of Preparation Clause in Contracts

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 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 and 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.