Common use of Preparation of all Tax Returns Clause in Contracts

Preparation of all Tax Returns. Except as required by applicable Law or as a result of a Final Determination, (i) neither Ventas nor SpinCo shall (nor shall cause or permit any members of the Ventas Group or SpinCo Group, respectively, to) take any position that is either inconsistent with the Tax-Free Status (or analogous status under any state or local Law) or, with respect to a specific Tax Item on any Tax Return, treat such Tax Item in a manner that is inconsistent with the manner such Tax Item is reported on a Tax Return prepared or filed by Ventas pursuant to Article II hereof (including, without limitation, the claiming of a deduction previously claimed on any such Tax Return) and (ii) Ventas and SpinCo shall (and shall cause the members of the Ventas Group and SpinCo Group, respectively, to) prepare all Tax Returns in a manner consistent with the terms of this Agreement and the Separation and Distribution Agreement.

Preparation of all Tax Returns. Except as required by applicable Law or as a result of a Final Determination, (i) neither Ventas Parent nor SpinCo shall (nor shall cause or permit any members of the Ventas Parent Group or SpinCo Group, respectively, to) take any position that is either inconsistent with the Tax-Free Status (or analogous status under any state or local Law) or, with respect to a specific Tax Item on any Tax Return, treat such Tax Item in a manner that is inconsistent with the manner such Tax Item is reported on a Tax Return prepared or filed by Ventas Parent pursuant to Article II hereof (including, without limitation, the claiming of a deduction previously claimed on any such Tax Return) and (ii) Ventas Parent and SpinCo shall (and shall cause the members of the Ventas Parent Group and SpinCo Group, respectively, to) prepare all Tax Returns in a manner consistent with the terms of this Agreement and the Separation and Distribution Agreement.