Common use of Manner of Preparation Clause in Contracts

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.

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 otherwise [as contemplated by IR IR] (including, for the avoidance of doubt, that the proceeds from the disposition of the assets (including shares) transferred pursuant to Canadian Butterfly Transactions will qualify for Canadian Tax-Free Status, if IR intends that the Canadian Asset Transfer Agreement will be equal to the fair market value thereofButterfly Transactions qualify for Canadian Tax-Free Status). 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.

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.. 9