Common use of Preparation of Returns and Contests Clause in Contracts

Preparation of Returns and Contests. So long as the ASI Group elects ----------------------------------- to file (i) consolidated Federal Tax returns as permitted by Section 1501 of the Code or (ii) any Combined State Tax return as permitted by applicable state law, Logility shall consent to the filing of such returns by ASI. ASI shall prepare and file such returns and any other returns, documents, or statements required to be filed with the Internal Revenue Service with respect to the determination of the Federal Tax liability of the ASI Group and with the appropriate taxing authorities with respect to the determination of a Combined State Tax liability. With respect to such return preparation, ASI shall act in good faith with regard to all members included in an applicable return. ASI shall have the right with respect to any consolidated Federal Tax return or return relating to a Combined State Tax that it has filed or will file to determine in good faith (i) the manner in which such returns, documents or statements shall be prepared and filed, including, without limitation, the manner in which any item of income, gain, loss, deduction or credit shall be reported, (ii) whether any extensions should be requested, and (iii) the elections that will be made by any member of the ASI Group. In addition, ASI shall have the right, in good faith, to (i) contest, compromise, or settle any adjustment or deficiency proposed, or as a result of any audit of any Federal Tax return or return relating to a Combined State Tax, (ii) file, prosecute, compromise or settle any claim for refund, and (iii) determine whether any refunds shall be received by way of refund or credited against tax liabilities. In addition, ASI shall prepare and file ruling requests, and take all other actions on behalf of any member of the ASI Group that it deems appropriate in providing tax services to the members of the ASI Group. ASI shall, to the extent such information is available, advise Logility of any significant Logility tax issue being contested by the federal, state, local or other relevant taxing authorities, and shall keep Logility informed with respect to any contest, compromise or settlement thereof.

Preparation of Returns and Contests. So long as the ASI Group elects ----------------------------------- to file (i) the Centocor Group ----------------------------------- elects to file consolidated Federal Tax returns as permitted by Section 1501 of the Code or (ii) any Combined State Tax return as permitted by applicable state lawis filed, Logility shall consent to the filing of such returns by ASI. ASI Centocor shall prepare and file such returns and any other returns, documents, documents or statements required to be filed with the Internal Revenue Service with respect to the determination of the Federal Tax liability of the ASI Centocor Group and with the appropriate taxing authorities with respect to the determination of a Combined State Tax liability. With respect to such return preparation, ASI Centocor shall act in good faith with regard to all members included in an applicable return. ASI Centocor shall have the right with respect to any consolidated Federal Tax return returns or return returns relating to a Combined State Tax that it has filed or will file to determine in good faith (i) the manner in which such returns, documents or statements shall be prepared and filed, including, without limitation, the manner in which any item of income, gain, loss, deduction or credit shall be reported, (ii) whether any extensions should be requested, and (iii) the elections that will be made by any member of the ASI Centocor Group. In addition, ASI Centocor shall have the right, in good faith, to (i) contest, compromise, compromise or settle any adjustment or deficiency proposed, asserted or assessed as a result of any audit of any Federal Tax return or return relating to a Combined State Tax, (ii) file, prosecute, compromise or settle any claim for refund, and (iii) determine whether any refunds shall be received by way of refund or credited against tax liabilities. In addition, ASI Centocor shall prepare and file ruling requests, and take all other actions on behalf of any member of the ASI Centocor Group that it deems appropriate in providing tax services to the members of the ASI Centocor Group. ASI Centocor shall, to the extent such information is available, advise Logility Diagnostics of any significant Logility Diagnostics tax issue being contested by the federal, state, local or other relevant taxing authorities, and shall keep Logility Diagnostics informed with respect to any contest, compromise or settlement thereof.

Preparation of Returns and Contests. So long as the ASI Group elects ----------------------------------- to file (i) The Limited Group ----------------------------------- elects to file consolidated Federal Tax returns as permitted by Section 1501 of the Code or (ii) any Combined State Tax return as permitted by applicable state lawis filed, Logility shall consent to the filing of such returns by ASI. ASI The Limited shall prepare and file such returns and any other returns, documents, documents or statements required to be filed with the Internal Revenue Service with respect to the determination of the Federal Tax liability of the ASI The Limited Group and with the appropriate taxing authorities with respect to the determination of a Combined State Tax liability. With respect to such return preparation, ASI The Limited shall act in good faith with regard to all members included in an applicable return. ASI The Limited shall have the right with respect to any consolidated Federal Tax return returns or return returns relating to a Combined State Tax that it has filed or will file to determine in good faith (i) the manner in which such returns, documents or statements shall be prepared and filed, including, without limitation, the manner in which any item of income, gain, loss, deduction or credit shall be reported, (ii) whether any extensions should be requested, and (iii) the elections that will be made by any member of the ASI The Limited Group. In addition, ASI The Limited shall have the right, in good faith, to (i) contest, compromise, compromise or settle any adjustment or deficiency proposed, asserted or assessed as a result of any audit of any Federal Tax return or return relating to a Combined State Tax, (ii) file, prosecute, compromise or settle any claim for refund, and (iii) determine whether any refunds shall be received by way of refund or credited against tax liabilities. In addition, ASI The Limited shall prepare and file ruling requests, and take all other actions on behalf of any member of the ASI The Limited Group that it deems appropriate in providing tax services to the members of the ASI The Limited Group. ASI The Limited shall, to the extent such information is available, advise Logility Abercrombie & Fitch of any significant Logility Abercrombie & Fitch tax issue being contested by the federal, state, local or other relevant taxing authorities, and shall keep Logility Abercrombie & Fitch informed with respect to any contest, compromise or settlement thereof.