Common use of Manner of Tax Return Preparation Clause in Contracts

Manner of Tax Return Preparation. (a) Unless otherwise required by a Taxing Authority, the parties hereby agree to prepare and file all Tax Returns, and to take all other actions, in a manner consistent with (1) this Agreement, (2) any Tax Opinion, (3) any Supplemental Tax Opinion, (4) any Ruling, and (5) any Supplemental Ruling. All Tax Returns shall be filed on a timely basis (taking into account applicable extensions) by the party responsible for filing such returns under this Agreement.

Appears in 17 contracts

Samples: Letter Agreement (Dell Technologies Inc.), Letter Agreement (Vmware, Inc.), Tax Matters Agreement (Vmware, Inc.)

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Manner of Tax Return Preparation. (a) Unless otherwise required by a Taxing Authority, the parties Parties hereby agree to prepare and file all Tax Returns, and to take all other actions, in a manner consistent with (1) this Agreement, (2) any Tax Opinion, (3) any Supplemental Tax Opinion, and (4) any Ruling, and (5) any Supplemental Ruling. All Tax Returns shall be filed on a timely basis (taking into account applicable extensions) by the party Party responsible for filing such returns under this Agreement.

Appears in 8 contracts

Samples: Separation Agreement (Geo Point Resources, Inc.), Tax Matters Agreement (Geo Point Technologies Inc), Tax Matters Agreement (Geo Point Resources, Inc.)

Manner of Tax Return Preparation. (a) Unless otherwise required by a Taxing Authority, the parties hereby agree to prepare and file all Tax Returns, and to take all other actions, in a manner consistent with (1) this Agreement, (2) any Tax Opinion, (3) any Supplemental Tax Opinion, (4) any Ruling, and (5) any Supplemental Ruling. All Tax Returns shall be filed on a timely basis (taking into account applicable extensions) by the party responsible for filing such returns under this Agreement.

Appears in 5 contracts

Samples: Tax Matters Agreement (Lumentum Holdings Inc.), Tax Matters Agreement (Viavi Solutions Inc.), Tax Matters Agreement (Lumentum Holdings Inc.)

Manner of Tax Return Preparation. (a) Unless Subject to Section 5.03, unless otherwise required by a Taxing AuthorityAuthority or by applicable law, the parties hereby agree to Parties shall prepare and file all Tax Returns, and to take all other actions, in a manner consistent with (1) this Agreement, (2) any including the applicable Intended Tax OpinionTreatment, (3) any Supplemental the Tax Opinion, (4) any RulingMaterials, and (5to the extent not in conflict with this Agreement, the applicable Intended Tax Treatment and the Tax Materials) any Supplemental Rulingcommercial practice. All Tax Returns shall be filed on a timely basis (taking into account applicable extensions) by the party Party responsible for filing such returns Tax Returns under this Agreement.

Appears in 5 contracts

Samples: Tax Matters Agreement (Vistra Energy Corp), Tax Matters Agreement (Vistra Energy Corp), Tax Matters Agreement (Energy Future Competitive Holdings Co LLC)

Manner of Tax Return Preparation. (a) Unless otherwise required by a Taxing Authority, the parties Parties hereby agree to prepare and file all Tax Returns, and to take all other actions, in a manner consistent with (1) this Agreement, (2) any the Spin-Off Tax Opinion, (3) any Supplemental Spin-Off Tax Opinion, (4) any RulingSupplemental Tax Opinion, (5) the IRS Ruling Documents, and (56) any Supplemental RulingRuling Documents. All Tax Returns shall be filed on a timely basis (taking into account applicable extensions) by the party Party responsible for filing such returns under this Agreement.

Appears in 4 contracts

Samples: Tax Matters Agreement (Gas SpinCo, Inc.), Tax Matters Agreement (Duke Energy CORP), Tax Matters Agreement (Spectra Energy Corp.)

Manner of Tax Return Preparation. (a) Unless otherwise required by a Taxing Authority, the parties hereby agree to prepare and file all Tax Returns, and to take all other actions, in a manner consistent with (1) this Agreement, (2) any Tax Opinion, (3) any Supplemental Tax Opinion, (4) any Ruling, and (5) any Supplemental Ruling. All Tax Returns shall be filed on a timely basis (taking into account applicable extensions) by the party Party responsible for filing such returns under this Agreement.

Appears in 3 contracts

Samples: Tax Sharing Agreement (Dean Foods Co/), Tax Sharing Agreement (TreeHouse Foods, Inc.), Tax Sharing Agreement (TreeHouse Foods, Inc.)

Manner of Tax Return Preparation. (a) Unless otherwise required by a Taxing Authority, the parties hereby agree agree: (i) to prepare and file all Pre-Distribution Tax Returns in a manner consistent with past practice regarding such preparation and filing and (ii) to prepare and file all Tax Returns, Returns and to take all other actions, in a manner consistent with (1) this Agreement, (2) any Tax Opinionthe Officer’s Certificate, and (3) any Supplemental the Tax Opinion, (4) any Ruling, and (5) any Supplemental Ruling. All Tax Returns shall be filed on a timely basis (taking into account applicable extensions) by the party responsible for filing such returns under this Agreement.

Appears in 3 contracts

Samples: Tax Sharing Agreement (Adesa California, LLC), Tax Sharing Agreement (Adesa Inc), Tax Sharing Agreement (Adesa Inc)

Manner of Tax Return Preparation. (a) Unless otherwise required by a Taxing Authorityapplicable law, the parties Parties hereby agree (i) to prepare and file all Tax Returns for any Pre-Distribution Taxable Period in a manner consistent with past practice regarding such preparation and filing, and (ii) to prepare and file all Tax Returns, and to take all other actions, in a manner consistent with (1) this Agreement, (2) any the Officer’s Certificate, the Tax Opinion, (3) any Supplemental Tax Opinion, (4) any Ruling, and (5) any Supplemental Rulingthe Private Letter Ruling Request. All Tax Returns shall be filed on a timely basis (taking into account applicable extensions) by the party responsible for filing such returns Tax Returns under this Agreement.

Appears in 2 contracts

Samples: Tax Sharing Agreement (Civeo Corp), Tax Sharing Agreement (Civeo Corp)

Manner of Tax Return Preparation. (a) Unless otherwise required by a Taxing Authority, the parties hereby agree to prepare and file all Tax Returns, and to take all other actions, in a manner consistent with (1) this Agreement, (2) any Tax Opinion, (3) any Supplemental Tax Opinion, (4) any RulingRuling Documents, and (5) any Supplemental Ruling. All Tax Returns shall be filed on a timely basis (taking into account applicable extensions) by the party responsible for filing such returns under this Agreement.3)

Appears in 2 contracts

Samples: Tax Sharing Agreement (Metavante Corp), Tax Sharing Agreement (Efunds Corp)

Manner of Tax Return Preparation. (a) Unless otherwise required by a Taxing Authority, the parties Parties hereby agree to prepare and file all Tax Returns, and to take all other actions, in a manner consistent with (1i) this Agreement, (2ii) any Tax Opinion, Opinion and (3iii) any Supplemental Tax Opinion, (4) any Ruling, and (5) any Supplemental Ruling. All Tax Returns shall be filed on a timely basis (taking into account applicable extensions) by the party Party responsible for filing such returns under this Agreement.

Appears in 2 contracts

Samples: Tax Sharing Agreement (Qualtrics International Inc.), Tax Sharing Agreement (Qualtrics International Inc.)

Manner of Tax Return Preparation. (a) Unless otherwise required by a Taxing Authority, the parties hereby agree to hereto shall prepare and file all Tax Returns, Returns and to take all other actions, actions in a manner consistent with (1) this Agreement, (2) any Tax Opinion, (3) any Supplemental Tax Opinion, (4) any Ruling, and (5) any Supplemental Ruling. All Tax Returns shall be filed on a timely basis (taking into account applicable extensions) by the party responsible for filing such returns Tax Returns under this Agreement.

Appears in 2 contracts

Samples: Tax Sharing Agreement (PHH Corp), Tax Sharing Agreement (Cendant Corp)

Manner of Tax Return Preparation. (a) Unless otherwise required by a Taxing AuthorityAuthority or by applicable law, the parties Parties hereby agree to prepare and file all Tax Returns, and to take all other actions, in a manner consistent with (1) this Agreement, (2) any Tax Opinion, (3) any Supplemental Tax Opinion, (4) any Ruling, and (5) any Supplemental Ruling. All Tax Returns shall be filed on a timely basis (taking into account applicable extensions) by the party Party responsible for filing such returns under this Agreement.

Appears in 2 contracts

Samples: Tax Sharing Agreement (Covisint Corp), Tax Sharing Agreement (Covisint Corp)

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Manner of Tax Return Preparation. (a) Unless otherwise required by a Taxing Authority, the parties hereby agree to prepare and file all Tax Returns, and to take all other actions, in a manner consistent with (1) this Agreement, (2) any Tax Opinion, (3) any Supplemental Tax Opinion, (4) any Ruling, and (5) any Supplemental Ruling. All Tax Returns shall be filed on a timely basis (taking into account applicable extensions) by the party responsible for filing such returns under this Agreement.,

Appears in 1 contract

Samples: Tax Sharing Agreement (Blackhawk Network Holdings, Inc)

Manner of Tax Return Preparation. (a) Unless a)Unless otherwise required by a Taxing Authority, the parties hereby agree to prepare and file all Tax Returns, and to take all other actions, in a manner consistent with (1) this Agreement, (2) any Tax Opinion, (3) any Supplemental Tax Opinion, (4) any ​ ​ Ruling, and (5) any Supplemental Ruling. All Tax Returns shall be filed on a timely basis (taking into account any applicable extensions) by the party responsible for filing such returns under this Agreement.

Appears in 1 contract

Samples: Tax Sharing Agreement (Mobileye Global Inc.)

Manner of Tax Return Preparation. (a) Unless otherwise required by a Taxing Authority, the parties hereby agree to prepare and file all Tax Returns, and to take all other actions, in a manner consistent with (1) this Agreement, (2) any Tax Opinion, (3) any Supplemental Tax Opinion, (4) any Ruling, and (5) any Supplemental Ruling. All Tax Returns shall be filed on a timely basis (taking into account any applicable extensions) by the party responsible for filing such returns under this Agreement.

Appears in 1 contract

Samples: Tax Sharing Agreement (Mobileye Global Inc.)

Manner of Tax Return Preparation. (a1) Unless otherwise required by a Taxing Authority, the parties Parties hereby agree to prepare and file all Tax Returns, and to take all other actions, in a manner consistent with (1) this Agreement, (2) any Tax Opinion, (3) any Supplemental Tax Opinion, (4) any Ruling, and (5) any Supplemental Ruling. All Tax Returns shall be filed on a timely basis (taking into account applicable extensions) by the party responsible for filing such returns under this Agreement.with

Appears in 1 contract

Samples: Tax Sharing Agreement (Qualtrics International Inc.)

Manner of Tax Return Preparation. (a) Unless otherwise required by a Taxing Authority, the parties Parties hereby agree to prepare and file all Tax Returns, and to take all other actions, in a manner consistent with this Agreement and the past practices of the Cohesant Group and the CXXXX Group including obtaining available extensions (1) this Agreement, (2) any Tax Opinion, (3) any Supplemental Tax Opinion, (4) any Ruling, and (5) any Supplemental Rulingto the extent consistent with applicable law). All Tax Returns shall be filed on a timely basis (taking into account applicable extensions) by the party Party responsible for filing such returns under this Agreement.

Appears in 1 contract

Samples: Tax Matters Agreement (CIPAR Inc.)

Manner of Tax Return Preparation. (a) Unless a)Unless otherwise required by a Taxing Authority, the parties hereby agree to prepare and file all Tax Returns, and to take all other actions, in a manner consistent with (1) this Agreement, (2) any Tax Opinion, (3) any Supplemental Tax Opinion, (4) any Ruling, and (5) any Supplemental Ruling. All Tax Returns shall be filed on a timely basis (taking into account any applicable extensions) by the party responsible for filing such returns under this Agreement.

Appears in 1 contract

Samples: Tax Sharing Agreement (Mobileye Global Inc.)

Manner of Tax Return Preparation. (a) Unless otherwise required by a Taxing Authority, the parties hereby agree to prepare and file all Tax Returns, and to take all other actions, in a manner consistent with (1) this Agreement, (2) any Tax OpinionRuling Documents, and (3) any Supplemental Tax Opinion, (4) any Ruling, and (5) any Supplemental RulingRuling Documents. All Tax Returns shall be filed on a timely basis (taking into account applicable extensions) by the party responsible for filing such returns under this Agreement.

Appears in 1 contract

Samples: Tax Sharing Agreement (Cimarex Energy Co)

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