Common use of MANNER OF PREPARING AND FILING TAX RETURNS Clause in Contracts

MANNER OF PREPARING AND FILING TAX RETURNS. (a) Continental shall have the exclusive right, in its sole discretion, to make all decisions relating to any Tax Return described in Section 2.1(a) of this Agreement, including the right to determine (1) the manner in which such Tax Return shall be prepared and filed, including the elections, methods of accounting, positions, conventions and principles of taxation to be used and the manner in which any Tax Item shall be reported, (2) whether any extensions may be requested, (3) the elections that will be made or revoked by Continental, each Continental Affiliate, Holdings, and each Holdings Affiliate on such Tax Return, (4) whether any amended Tax Returns shall be filed, (5) whether any claims for Refund shall be made, (6) whether any Refunds shall be paid by way of refund or credited against any liability for the related Tax, and (7) whether to retain outside firms to prepare or review such Tax Return, whom to retain for such purpose and the scope of any such retention. (b) Holdings shall, at its expense, be responsible for preparing (or causing to be prepared) and shall provide to Continental (or cause to be so provided), all information that Continental shall reasonably request, in such form as Continental shall reasonably request, relating to the rights and obligations of Continental with respect to Taxes and Tax Returns hereunder, including any such information so requested to enable Continental to prepare the Tax Returns that it is required to prepare under Section 2.1 and allocate Taxes as required by this Agreement (which information shall be provided by Holdings no later than the later of thirty days following Continental's request for such information or ten (10) days prior to the due date (not taking into account extensions) of such Tax Return). (c) In the event that a Tax Item affects a Tax Return described in Section 2.1(a) of this Agreement and also affects a Tax Return described in Section 2.1(b) of this Agreement that is filed after the date of this Agreement, Holdings shall, to the extent permitted by law, conform the treatment of such Tax Item in any Tax Return described in Section 2.1(b) of this Agreement to the treatment of such Tax Item in the applicable Tax Return described in Section 2.1(a) of this Agreement.

MANNER OF PREPARING AND FILING TAX RETURNS. (a) Continental All Tax Returns filed after the date of this Agreement by OYO, any OYO Affiliate, or True Time shall be (1) prepared in a manner that is consistent with Section 5.1 of this Agreement, and (2) filed on a timely basis (taking into account applicable extensions) by the party responsible for such filing under Section 2.1 of this Agreement. (b) Subject to Sections 2.2(c) and (d) of this Agreement, OYO shall have the exclusive right, in its sole discretion, to make all decisions relating with respect to any Tax Return described in the first sentence of Section 2.1(a) of this Agreement, including the right Agreement(without regard to which party is responsible for preparing and filing such Tax Return) to determine (1) the manner in which such Tax Return shall be prepared and filed, including the elections, methods of accounting, positions, conventions and principles of taxation to be used and the manner in which any Tax Item shall be reported, (2) whether any extensions may be requested, (3) the elections that will be made or revoked by ContinentalOYO, each Continental any OYO Affiliate, Holdings, and each Holdings Affiliate True Time on such Tax Return, (4) whether any amended Tax Returns shall be filed, (5) whether any claims for Refund refund shall be made, (6) whether any Refunds refunds shall be paid by way of refund or credited against any liability for the related Tax, and (7) whether to retain outside firms to prepare or review such Tax Return, whom to retain for such purpose and the scope of any such retention. (b) Holdings shall, at its expense, be responsible for preparing (or causing to be prepared) and shall provide to Continental (or cause to be so provided), all information that Continental shall reasonably request, in such form as Continental shall reasonably request, relating to the rights and obligations of Continental with respect to Taxes and Tax Returns hereunder, including any such information so requested to enable Continental to prepare the Tax Returns that it is required to prepare under Section 2.1 and allocate Taxes as required by this Agreement (which information shall be provided by Holdings no later than the later of thirty days following Continental's request for such information or ten (10) days prior to the due date (not taking into account extensions) of such Tax Return). (c) In True Time shall be responsible for preparing the event portions of the Consolidated Returns and Combined Returns (including making any related elections) that a relate exclusively to True Time. True Time shall submit (1) any portions of the Tax Item affects a Tax Returns referred to in the immediately preceding sentence or (2) any Combined Return described referred to in the last sentence of Section 2.1(a) of this Agreement and also affects a Tax Return described in Section 2.1(bto OYO at least forty-five (45) of this Agreement that is filed after the date of this Agreement, Holdings shall, days (or such shorter period as agreed to by OYO) prior to the extent permitted by law, conform due date for the treatment filing of such Tax Item in Returns (taking into account applicable extensions) for OYO's review and approval, which approval shall not be unreasonably withheld. True Time shall advise OYO, each time that it delivers the portion of a Consolidated Return or Combined Return for which it is responsible pursuant to this Section 2.2(c) or any Tax Combined Return described in Section 2.1(b) of this Agreement referred to the treatment of such Tax Item in the applicable Tax Return described in last sentence of Section 2.1(a) of this Agreement, that there is substantial authority (within the meaning of Section 1.6662-4(d) of the Treasury Regulations) with respect to United States federal, state and local Tax Returns or similar appropriate authoritative support with respect to any Tax Return other than United States federal, state and local Tax Returns for each of the positions set forth on such portion of the Tax Return or such Combined Return. (d) True Time shall have the right to request that OYO file an amended Tax Return or claim for refund relating to the portion of any Consolidated Return or Combined Return which True Time is responsible for preparing under Section 2.2(c) of this Agreement. True Time shall be responsible for preparing the portion of such amended Tax Return or claim for refund relating to the portion of the Consolidated Return or Combined Return which True Time is responsible for preparing under Section 2.2(c) of this Agreement. True Time shall submit such portion of the amended Tax Return or claim for refund to OYO no later than forty-five (45) days prior to its filing for OYO's review and approval, which approval shall not be unreasonably withheld.

MANNER OF PREPARING AND FILING TAX RETURNS. (a) Continental All Tax Returns filed after the date of this Agreement by DuPont, any DuPont Affiliate, Conoco or any Conoco Affiliate shall be (1) prepared in a manner that is consistent with (i) Sections 5.1 and 10.3 of this Agreement and (ii) any Ruling Documents, Supplemental Ruling Documents, Ruling or Supplemental Ruling, and (2) filed on a timely basis (taking into account applicable extensions) by the party responsible for such filing under Section 2.1 of this Agreement. (b) Subject to Sections 2.2(c) and (d) of this Agreement, DuPont shall have the exclusive right, in its sole discretion, to make all decisions relating with respect to any Tax Return described in the first sentence of Section 2.1(a) of this Agreement, including the right Agreement (without regard to which party is responsible for preparing and filing such Tax Return) to determine (1) the manner in which such Tax Return shall be prepared and filed, including the elections, methods of accounting, positions, conventions and principles of taxation to EXHIBIT 10.13 be used and the manner in which any Tax Item shall be reported, (2) whether any extensions may be requested, (3) the elections that will be made or revoked by ContinentalDuPont, each Continental any DuPont Affiliate, HoldingsConoco, and each Holdings any Conoco Affiliate on such Tax Return, (4) whether any amended Tax Returns shall be filed, (5) whether any claims for Refund refund shall be made, (6) whether any Refunds refunds shall be paid by way of refund or credited against any liability for the related Tax, and (7) whether to retain outside firms to prepare or review such Tax Return, whom to retain for such purpose and the scope of any such retention. (b) Holdings shall, at its expense, be responsible for preparing (or causing to be prepared) and shall provide to Continental (or cause to be so provided), all information that Continental shall reasonably request, in such form as Continental shall reasonably request, relating to the rights and obligations of Continental with respect to Taxes and Tax Returns hereunder, including any such information so requested to enable Continental to prepare the Tax Returns that it is required to prepare under Section 2.1 and allocate Taxes as required by this Agreement (which information shall be provided by Holdings no later than the later of thirty days following Continental's request for such information or ten (10) days prior to the due date (not taking into account extensions) of such Tax Return). (c) In Conoco shall be responsible for preparing the event portions of the Consolidated Returns and Combined Returns (including making any related elections) that a relate exclusively to Conoco or any Conoco Affiliate or the Transferred Business. Conoco shall submit (1) any portions of the Tax Item affects a Tax Returns referred to in the immediately preceding sentence or (2) any Combined Return described referred to in the last sentence of Section 2.1(a) of this Agreement and also affects a Tax Return described in Section 2.1(bto DuPont at least forty-five (45) of this Agreement that is filed after the date of this Agreement, Holdings shall, business days (or such shorter period as agreed to by DuPont) prior to the extent permitted by law, conform due date for the treatment filing of such Tax Item in Returns (taking into account applicable extensions) for DuPont's review and approval, which approval shall not be unreasonably withheld Conoco shall advise DuPont, each time that it delivers the portion of a Consolidated Return or Combined Return for which it is responsible pursuant to this Section 2.2(c) or any Tax Combined Return described in Section 2.1(b) of this Agreement referred to the treatment of such Tax Item in the applicable Tax Return described in last sentence of Section 2.1(a) of this Agreement, that there is substantial authority (within the meaning of Section 1.6662-4(d) of the Treasury Regulations) with respect to United States federal, state and local Tax Returns or similar appropriate authoritative support with respect to any Tax Return other than United States federal, state and local Tax Returns for each of the positions set forth on such portion of the Tax Return or such Combined Return. (d) Conoco shall have the right to request that DuPont file an amended Tax Return or claim for refund relating to the portion of any Consolidated Return or Combined Return which Conoco is responsible for preparing under Section 2.2(c) of this Agreement or any Tax Item on any other Consolidated Return or Combined Return that relates exclusively to the Transferred Business. Conoco shall be responsible for preparing the portion of such amended Tax Return or claim for refund relating to the portion of the Consolidated Return or Combined Return which Conoco is responsible for preparing under Section 2.2(c) of this Agreement or the Tax Item on any other Consolidated Return or Combined Return that relates exclusively to the Transferred Business. Conoco shall submit such portion of the amended Tax Return or claim for refund to DuPont no later than forty-five (45) business days prior to its filing for DuPont's review and approval, which approval shall not be unreasonably withheld. EXHIBIT 10.13

MANNER OF PREPARING AND FILING TAX RETURNS. (a) Continental shall have the exclusive right, in its sole discretion, to make all decisions relating with respect to any Tax Return described in Section 2.1(a) of this Agreement, including the right Agreement to determine (1) the manner in which such Tax Return shall be prepared and filed, including the elections, methods of accounting, positions, conventions and principles of taxation to be used and the manner in which any Tax Item shall be reported, (2) whether any extensions may be requested, (3) the elections that will be made or revoked by Continental, each Continental Affiliate, Holdings, and each Holdings Affiliate on such Tax Return, (4) whether any amended Tax Returns shall be filed, (5) whether any claims for Refund shall be made, (6) whether any Refunds shall be paid by way of refund or credited against any liability for the related Tax, and (7) whether to retain outside firms to prepare or review such Tax Return, whom to retain for such purpose and the scope of any such retention. (b) Holdings shall, at its expense, be responsible for preparing (or causing to be prepared) and shall provide to Continental (or cause to be so provided), all information that Continental shall reasonably request, in such form as Continental shall reasonably request, relating to the rights and obligations of Continental with respect to Taxes and Tax Returns hereunder, including any such information so requested to enable Continental to prepare the Tax Returns that it is required to prepare under Section 2.1 and allocate Taxes as required by this Agreement (which information shall be provided by Holdings no later than the later of thirty days following Continental's request for such information or ten (10) days Business Days prior to the due date (not taking into account extensions) of such Tax Return). (c) In the event that a Tax Item affects a Tax Return described in Section 2.1(a) of this Agreement and also affects a Tax Return described in Section 2.1(b) of this Agreement that is filed after the date of this Agreement, Holdings shall, to the extent permitted by law, conform the treatment of such Tax Item in any Tax Return described in Section 2.1(b) of this Agreement to the treatment of such Tax Item in the applicable Tax Return described in Section 2.1(a) of this Agreement.

MANNER OF PREPARING AND FILING TAX RETURNS. (a) Continental All Tax Returns filed after the date of this Agreement by Reuters, any Reuters Affiliate, Instinet or any Instinet Affiliate shall be (1) prepared in a manner that is consistent with Section 5 of this Agreement and the Code, and (2) filed on a timely basis (taking into account applicable extensions) by the party responsible for such filing under Section 2.1 of this Agreement. (b) Reuters shall have the exclusive right, in its sole discretion, to make all decisions relating discretion with respect to any Tax Reuters Consolidated Return described in Section 2.1(a) of this Agreement, including the right or Reuters Combined Return to determine (1) the manner in which such Tax Return shall be prepared and filed, including the elections, methods of accounting, positions, conventions and principles of taxation to be used and the manner in which any Tax Item shall be reported, (2) whether any extensions may be requested, (3) the elections that will be made or revoked by ContinentalReuters, each Continental any Reuters Affiliate, Holdings, Instinet and each Holdings any Instinet Affiliate on such Tax Return, (4) whether any amended Tax Returns shall be filed, (5) whether any claims for Refund refund shall be made, (6) whether any Refunds refunds 8 12 shall be paid by way of refund or credited against any liability for the related Tax, and (7) whether to retain outside firms to prepare or review such Tax Return. To the extent that any Tax Items of Reuters are included on any Instinet Combined Return, whom Reuters shall also have the right to retain for determine the manner of reporting of such purpose and the scope of any such retentionTax Item. (bc) Holdings shall, at its expense, be responsible for preparing (or causing to be prepared) and Instinet shall provide to Continental (or cause to be so provided), all information that Continental shall reasonably request, in such form as Continental shall reasonably request, relating to have the rights and obligations of Continental exclusive right with respect to Taxes any Instinet Separate Returns or any Instinet Combined Return (subject to the last sentence of Section 2.2(b) above) to determine (1) the manner in which such Tax Return or Tax Items shall be prepared and filed, including the elections, methods of accounting, positions, conventions and principles of taxation to be used and the manner in which any Tax Item shall be reported, (2) whether any extensions may be requested, (3) the elections that will be made by Instinet and any Instinet Affiliate on such Tax Return or with respect to such Tax Items, (4) whether any amended Tax Returns hereundershall be filed, including (5) whether any such information so requested claims for refund shall be made, (6) whether any refunds shall be paid by way of refund or credited against any liability for the related Tax, and (7) whether to enable Continental retain outside firms to prepare or review such Tax Return or Tax Items; provided that, if Reuters and any Reuters Affiliates together own directly or indirectly fifty percent (50%) or more of the Tax outstanding stock (by vote or value) of Instinet: (i) Reuters shall, by the end of the relevant tax period, designate and notify Instinet of the Instinet Separate Returns that it is required wishes to prepare under Section 2.1 review and allocate Taxes as required by this Agreement (which information approve and Instinet shall be provided by Holdings submit such Tax Returns to Reuters no later than the later of thirty days following Continental's request for such information or ten fifteen (1015) business days prior to the due date for the filing of such Tax Returns (not taking into account applicable extensions) for Reuters review and approval, which approval shall not be unreasonably withheld and (ii) Reuters shall have the right to redetermine the manner of reporting of any Tax Item of Instinet included in such Tax Returns including any of the matters listed in items 1 through 7 of this Section 2.2(c), if the proposed reporting of such Tax Return)Item would have a meaningful adverse effect with respect to the Taxes of Reuters or any Reuters Affiliate, provided that the revised treatment of such Tax Item could not result in the imposition of penalties on Instinet or any Instinet Affiliate. (cd) In the event that a Tax Item affects on a Tax Return described in Section 2.1(a) of this Agreement and also affects corresponds to a Tax Item on a Tax Return described in Section 2.1(b) of this Agreement that is filed after the date of this Agreement, Holdings shallInstinet or the Instinet Affiliate preparing, to or causing the extent permitted by lawpreparation of, such Tax Return under Section 2.1(b) of this Agreement shall conform the treatment of such Tax Item in any such Tax Return described in Section 2.1(b) of this Agreement to the treatment of such Tax Item in the applicable Tax Return described in Section 2.1(a) of this Agreement, provided that the revised treatment of such Tax Item could not result in the imposition of penalties on Instinet or any Instinet Affiliate and further provided that Reuters and any Reuters Affiliate together own directly or indirectly fifty percent (50%) or more of the outstanding stock (by vote or value) of Instinet. (e) Instinet shall provide all reasonable and necessary information to Reuters or its agents in order to facilitate the preparation of the portions of the Reuters Consolidated Returns and Reuters Combined Returns filed after the date of this Agreement by Reuters (including making any related elections) that relate exclusively to Instinet or any Instinet Affiliate or the Transferred Business. Instinet shall submit this

MANNER OF PREPARING AND FILING TAX RETURNS. (a) Continental All Tax Returns filed after the date of this Agreement by Eaton or any Eaton Affiliate, shall be (1) prepared in a manner that is consistent with (i) Sections 5.1 and 10.3 of this Agreement and (ii) any Ruling Documents or Ruling, and (2) filed on a timely basis (taking into account applicable extensions) by Eaton. (b) Eaton shall have the exclusive right, in its sole discretion, to make all decisions relating with respect to any Tax Return described in Section 2.1(a) of this Agreement, including relating to the right Pre-Deconsolidation and Straddle Periods to determine (1) the manner in which such Tax Return shall be prepared and filed, including the elections, methods of accounting, positions, conventions and principles of taxation to be used and the manner in which any Tax Item shall be reported, (2) whether any extensions may be requested, (3) the elections that will be made or revoked by ContinentalEaton, each Continental any Eaton Affiliate, HoldingsAxcelis Technologies, and each Holdings any Axcelis Technologies Affiliate on such Tax Return, (4) whether any amended Tax Returns shall be filed, (5) whether any claims for Refund refund shall be made, (6) whether any Refunds refunds shall be paid by way of refund or credited against any liability for the related Tax, and (7) whether to retain outside firms to prepare or review such Tax Return, whom . Eaton agrees to retain for provide Axcelis Technologies with a copy of each such purpose and the scope of any such retention. (b) Holdings shall, at its expense, be responsible for preparing (or causing to be prepared) and shall provide to Continental (or cause to be so provided), all information that Continental shall reasonably request, in such form as Continental shall reasonably request, relating to the rights and obligations of Continental with respect to Taxes and Tax Returns hereunder, including any such information so requested to enable Continental to prepare the Tax Returns that it is required to prepare under Section 2.1 and allocate Taxes as required by this Agreement (which information shall be provided by Holdings no later than the later of thirty days following Continental's request for such information or ten (10) days Return prior to the due date for the filing of any such Tax Return (not taking into account giving effect to applicable extensions) for such taxable years sufficiently in advance of such date to allow Axcelis Technologies the opportunity to review and comment on any such Tax Return). (c1) In Axcelis Technologies shall be responsible for providing financial, transactional, legal and other information in a timely manner as necessary for the event that a Tax Item affects a Tax Return preparation of the returns described in Section Sections 2.1(a) of this Agreement and also affects a Tax Return described in Section 2.1(b) of this Agreement that is filed after the date of this Agreement, Holdings shall, to the extent permitted by law, conform the treatment of such Tax Item in any Tax Return described in Section 2.1(b) of this Agreement to the treatment of such Tax Item in the applicable Tax Return described in Section 2.1(a(b) of this Agreement. Information shall be requested and submitted by way of annual tax workpaper packages (due no later than March 31, for the preceding tax year ended December 31), sales and use tax reports (submitted as required to meet reporting deadlines in accordance with the continuation of the current process), other miscellaneous information requests and other supporting documentation. Such information shall be submitted within 30 days of written request in accordance with Eatox'x xxxmal information request practices and due dates. (2) For a period of one year beginning on the Deconsolidation Date, Axcelis Technologies may elect to have Eaton prepare the returns described in Section 2.1(c) of this Agreement. If Axcelis Technologies so elects then it shall provide written notice to Eaton as provided in Section 10.2. Eaton shall prepare such returns in accordance with the terms and conditions contained in the Transitional Services Agreement, dated as of June 30, 2000 by and between Eaton and Axcelis Technologies, for services rendered pursuant to this Section 2.2(c)(2).

MANNER OF PREPARING AND FILING TAX RETURNS. (a) Continental All Tax Returns filed after the date of this Agreement by FMC, any FMC Affiliate, Subsidiary or any Subsidiary Affiliate shall be (1) prepared in a manner that is consistent with (i) Sections 5.1 and 5.2 of this Agreement and (ii) any Ruling Documents, Supplemental Ruling Documents, Ruling or Supplemental Ruling, and (2) filed on a timely basis (taking into account applicable extensions) by the party responsible for such filing under Section 2.1 of this Agreement. (b) Subject to Sections 2.2(c) and (d) of this Agreement, FMC shall have the exclusive right, in its sole discretion, to make all decisions relating with respect to any Tax Return described in Section 2.1(aSec- -13- <PAGE> tion 2.1 (a) of this Agreement, including the right Agreement (without regard to which party is responsible for preparing and filing such Tax Return) to determine (1) the manner in which such Tax Return shall be prepared and filed, including the elections, methods of accounting, positions, conventions and principles of taxation to be used and the manner in which any Tax Item shall be reported, (2) whether any extensions may be requested, (3) the elections that will be made or revoked by ContinentalFMC, each Continental FMC Affiliate, HoldingsSubsidiary, and each Holdings Subsidiary Affiliate on such Tax Return, (4) whether any amended Tax Returns shall be filed, (5) whether any claims for Refund shall be made, (6) whether any Refunds shall be paid by way of refund or credited against any liability for the related Tax, and (7) whether to retain outside firms to prepare or review such Tax Return, whom to retain for such purpose and the scope of any such retention. (bc) Holdings Subsidiary shall, at its expense, be responsible for preparing (or causing to be prepared) and shall provide to Continental FMC (or cause to be so provided), all information that Continental FMC shall reasonably request, in such form as Continental FMC shall reasonably requestrequest (including in the form of Pro Forma Subsidiary Group Consolidated Returns and Pro Forma Subsidiary Group Combined Returns), relating to the rights and obligations of Continental FMC with respect to Taxes and Tax Returns hereunder, including any such information so requested to enable Continental FMC to prepare the Tax Returns that it is required to prepare under Section 2.1 and allocate Taxes as required by this Agreement (which information shall be provided by Holdings Subsidiary promptly after it is requested but in any event no later than the later of thirty days following Continental's request for such information or ten forty (1040) days Business Days prior to the due date (not taking into account extensions) of such Tax Return). Without limiting the generality of the foregoing, Subsidiary shall, at its expense, prepare (or cause to be prepared) the portions of the Consolidated Returns and Combined Returns (including making any related elections and submitting any consents) that relate exclusively to Subsidiary or any Subsidiary Affiliate or the Technologies Business. Subsidiary shall submit (1) any portions of the Tax Returns referred to in the immediately preceding sentence or (2) any Combined Return referred to in the last sentence of Section 2.1(a) of this Agreement to FMC at least forty (40) Business Days (or such shorter period as agreed to by FMC) prior to the due date for the filing of such Tax Returns (taking into account applicable extensions) for FMC's review and approval. Subsidiary shall advise FMC, each time that it delivers the portion of a Consolidated Return or Combined Return for which it is responsible pursuant to this Section 2.2(c) or any Combined Return referred to in the last sentence of Section 2.1(a) of this Agreement, that there is substantial authority (within the meaning of Section 1.6662-4(d) of the Treasury Regulations) with respect to United States federal, state and local Tax Returns or similar appropriate authoritative support with respect to any Tax Return other than United States federal, state and local Tax Returns for each of the positions set forth on such portion of the Tax Return or such Combined Return. Notwithstanding any other provisions of this Agreement, Subsidiary shall use reasonable efforts to respond promptly to specific questions from FMC concerning tax matters with respect to which Subsidiary could reasonable be expected to have relevant information. (cd) Subsidiary shall have the right to request that FMC file an amended Tax Return or claim for Refund relating to the portion of any Consolidated Return or Combined Return which Subsidiary is responsible for preparing under Section 2.2(c) of this Agreement or any Tax Item on any other Consolidated Return or Combined Return that relates exclusively to the Technologies Business, but only if such amended Tax Return would include aggregate adjustments relating to Subsidiary and Subsidiary Affiliates in excess of $5 million of Tax. Subsidiary shall be responsible for preparing the portion of any such amended Tax Return -14- <PAGE> or claim for Refund relating to (i) the portion of the Consolidated Return or Combined Return which Subsidiary is responsible for preparing under Section 2.2(c) of this Agreement or (ii) the Tax Item on any other Consolidated Return or Combined Return that relates exclusively to the Technologies Business. Subsidiary shall submit such portion of the amended Tax Return or claim for Refund to FMC no later than forty (40) Business Days prior to the due date for filing such amended Tax Return or claim for Refund for FMC's review, approval and determination as to whether to honor such request and file such amended Tax Return or claim for Refund. (e) In the event that a Tax Item affects a Tax Return described in Section 2.1(a) of this Agreement and also affects a Tax Return described in Section 2.1(b) of this Agreement that is filed after the date of this Agreement, Holdings shall, to the extent permitted by law, filing party shall conform the treatment of such Tax Item in any Tax Return described in Section 2.1(b) of this Agreement to the treatment of such Tax Item in the applicable Tax Return described in Section 2.1(a) of this Agreement. (f) Without limiting the generality of the foregoing provisions of this Section 2, consistent with Section 6038 of the Code and Treasury Regulation 1.6038-2(j)(1), Parent and Subsidiary agree specifically that Subsidiary shall be responsible for the filing of all Forms 5471 (including all related schedules, statements and forms) for tax year 2001 for all foreign Subsidiary Affiliates which were, after the Restructuring, directly or indirectly owned by Subsidiary. Subsidiary shall provide to the Parent proof of the filing of all such Forms 5471 on or before the due date of the Parent's Tax return for the period which includes the Distribution Date.