Common use of Provision of Tax Return Information Clause in Contracts

Provision of Tax Return Information. (1) Agilent shall provide Hewlett-Packard all documents and information, and make available employees and officers of Agilent as Hewlett- Packard reasonably requests, on a mutually convenient basis during normal business hours, to aid Hewlett-Packard in preparing any Tax Return described in Section 2.1(a) of this Agreement to the extent that such Tax Return relates to the business, assets or activities that are transferred to Agilent (or any Agilent Affiliate), any Pro Forma Agilent Group Consolidated Returns described in Section 4.6(a) of this Agreement, and any Pro Forma Agilent Group Combined Returns described in Section 4.6(b) of this Agreement, or to contest any Audit of any such Tax Return. Without limiting the foregoing, in this regard, Agilent agrees to provide (1) the information set forth in Appendix A to this Agreement, on or before the dates set forth therein, with respect to Consolidated Returns, and (2) the information set forth in Appendix B to this Agreement, on or before the dates set forth therein, with respect to Combined Returns. (2) In the case of any Tax Return for a Pre-Distribution Period described in Section 2.1(a) of this Agreement, Hewlett-Packard shall provide employees of Agilent responsible for preparing its Tax Returns with access to each such Tax Return, and will provide Agilent with a copy of that portion of each such Tax Return to the extent it relates to Agilent or any Agilent Affiliate, together with all related Tax accounting work papers, not later than five (5) days after the receipt of a written request therefor. In addition, Hewlett-Packard will provide employees of Agilent responsible for preparing its Tax Returns with access to any private letter rulings, together with any requests therefor and related documents, issued to Hewlett-Packard prior to the Distribution Date, and will provide Agilent with a copy of such rulings or documents to the extent that the issues discussed therein are relevant to Agilent or an Agilent Affiliate, not later than five (5) days after the receipt of a written request therefor. (3) Hewlett-Packard shall provide Agilent all documents and information, and make available employees and officers of Hewlett-Packard as Agilent reasonably requests, on a mutually convenient basis during normal business hours to aid Agilent in preparing any Tax Return described in Section 2.1(b) of this Agreement, or to contest any Audit of any such Tax Return. (4) Notwithstanding any other provision of this Agreement, neither Hewlett-Packard nor any Hewlett-Packard Affiliate shall be required to provide Agilent or any Agilent Affiliate access to or copies of any information that relates to Hewlett-Packard or any Hewlett-Packard Affiliate and not to the business or assets of Agilent or any Agilent Affiliate. In addition, in the event that Hewlett-Packard determines that the provision of any information to Agilent or any Agilent Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (5) To the extent that Agilent acquires Tax Return software from Hewlett-Packard, any information that relates solely to Hewlett-Packard (and not to the business or assets of Agilent) that is included in such software shall be deleted from such software as soon as practicable (unless such removal would adversely affect the Agilent information included in such software) and Agilent shall inform Hewlett-Packard of the deletions that are made.

Provision of Tax Return Information. (1a) Agilent TRW Automotive shall provide Hewlett-Packard TRW all documents and information, and make available employees and officers of Agilent TRW Automotive as Hewlett- Packard TRW reasonably requests, on a mutually convenient basis during normal business hours, to aid Hewlett-Packard TRW in preparing any Tax Return described in Section 2.1(a) 2.01 of this Agreement to the extent that such Tax Return relates to the business, assets or activities that are transferred to Agilent (or any Agilent Affiliate), any Pro Forma Agilent Group Consolidated Returns described in Section 4.6(a) of this Agreement, TRW Automotive Business and any Pro Forma Agilent Group Combined Returns described in Section 4.6(b) of this AgreementTRW Automotive Separate Tax Liability, or to contest any Audit of any such Tax Return. Without limiting the foregoing, in this regard, Agilent TRW Automotive agrees to provide (1) the information set forth in Appendix A to this Agreement, on or before the dates set forth therein, with respect to Consolidated Returns, and (2) the information set forth in Appendix B to this Agreement, on or before the dates set forth therein, with respect to Combined Returns. (2b) In the case TRW shall provide TRW Automotive all documents and information, and make available employees and officers of TRW as TRW Automotive reasonably requests, on a mutually convenient basis during normal business hours to aid TRW Automotive in preparing any Tax Return for a Pre-Distribution Period described in Section 2.1(a2.02 of this Agreement to the extent that such Tax Return relates to the TRW Business and any TRW Separate Tax Liability, or to contest any Audit of any such Tax Return. Without limiting the foregoing, in this regard, TRW agrees to provide (1) of the information set forth in Appendix C to this Agreement, Hewlett-Packard shall provide employees of Agilent responsible for preparing its on or before the dates set forth therein, with respect to Foreign Combined Returns, (2) the information set forth in Appendix D to this Agreement, on or before the dates set forth therein, with respect to Combined Returns and (3) any relevant historical information and Tax Returns with access to each such Tax Return, and will provide Agilent with a copy of that portion of each such Tax Return to the extent it relates to Agilent or any Agilent Affiliate, together with all related Tax accounting work papers, not later than five (5) days after the receipt of a written request thereforReturns. In addition, Hewlett-Packard TRW will provide employees of Agilent TRW Automotive responsible for preparing its filing Tax Returns with access to any private letter rulings, together with any requests therefor and related documents, issued to Hewlett-Packard TRW prior to the Distribution Date, and will provide Agilent TRW Automotive with a copy of such rulings or documents to the extent that the issues discussed therein are relevant to Agilent TRW Automotive or an Agilent any TRW Automotive Affiliate, not later than five (5) days after the receipt of a written request therefor. (3c) Hewlett-Packard shall provide Agilent all documents and information, and make available employees and officers In the case of Hewlett-Packard as Agilent reasonably requests, on a mutually convenient basis during normal business hours to aid Agilent in preparing any Tax Return due (with applicable extensions ) 120 days or more after the Distribution Date which includes TRW Automotive, any TRW Automotive Affiliate or a TRW Automotive Division, TRW shall provide to TRW Automotive the Consolidated Return, at least 30 days prior to the due date (with extensions) for the filing of such Tax Return for review and comment. Worksheets and supporting documents will be made reasonably available to TRW Automotive. TRW Automotive shall provide its comments to TRW at least 15 days prior to the due date (with extensions) for the filing of such Tax Return. In the case of any Tax Return due (with applicable extensions ) 120days or more after the Distribution Date which includes TRW, a TRW Affiliate or a TRW Division, TRW Automotive shall provide to TRW a pro forma draft of the portion of such Tax Return that reflects the TRW Separate Tax Liability, in accordance with Section 2.06(e) and 2.06(f), at least 30 days prior to the due date (with extensions) for the filing of such Tax Return for review and comment. Worksheets and supporting documents will be made reasonably available to TRW. TRW shall provide its comments to TRW Automotive at least 15 days prior to the due date (with extensions) for the filing of such Tax Return. If the non-Filing Party has not provided its comments on the Consolidated Return or the pro forma draft of the Tax Return, as the case may be, the Filing Party shall file such Tax Return reporting all Tax Items in the manner as originally set forth on the Consolidated Return or the pro forma draft of the Tax Return, as the case may be, provided to the non-Filing Party. (d) If the Filing Party disagrees with comments provided by the non-Filing Party on the reporting of any Tax Item on any Tax Return as described in 2.04(c), and the parties cannot resolve their differences, TRW and TRW Automotive shall jointly retain an Independent Firm to determine whether the proposed reporting of TRW or TRW Automotive is more appropriate in accordance with Section 2.1(b) 9.03 of this Agreement, or to contest any Audit . The relevant Tax Item shall be reported in the manner that the Independent Firm determines is more appropriate. If a dispute regarding the reporting of any Tax Item has not been resolved by the due date (with extension) for the filing of any Tax Return, the Filing Party shall file such Tax Return reporting all Tax Items in the manner as originally set forth on the pro forma draft of the portion of the Tax Return provided to the non-Filing Party and the Filing Party agrees that it will thereafter file an amended Tax Return. (4) Notwithstanding , if necessary, reporting any disputed Tax Item in the manner determined by the Independent Firm, and any other provision of this Agreement, neither Hewlett-Packard nor any Hewlett-Packard Affiliate shall be required to provide Agilent or any Agilent Affiliate access to or copies of any information that relates to Hewlett-Packard or any Hewlett-Packard Affiliate Tax Item as agreed upon by TRW and not to the business or assets of Agilent or any Agilent Affiliate. In addition, in the event that Hewlett-Packard determines that the provision of any information to Agilent or any Agilent Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequenceTRW Automotive. (5) To the extent that Agilent acquires Tax Return software from Hewlett-Packard, any information that relates solely to Hewlett-Packard (and not to the business or assets of Agilent) that is included in such software shall be deleted from such software as soon as practicable (unless such removal would adversely affect the Agilent information included in such software) and Agilent shall inform Hewlett-Packard of the deletions that are made.

Provision of Tax Return Information. (1a) Agilent Brillian shall provide Hewlett-Packard TFS all documents and information, and make available employees and officers of Agilent the Brillian Affiliates, as Hewlett- Packard TFS reasonably requests, on a mutually convenient basis during normal business hours, requests to aid Hewlett-Packard in preparing prepare any Tax Return described in Section 2.1(a) of this Agreement to the extent that such Tax Return relates to the business, assets or activities that are transferred to Agilent (or any Agilent Affiliate), any Pro Forma Agilent Group Consolidated Returns described in Section 4.6(a) of this Agreement, and any Pro Forma Agilent Group Combined Returns described in Section 4.6(b) of this Agreement, 1.2 or to contest any Audit of Tax Proceeding for any such Tax Return. Without limiting the foregoing, in this regard, Agilent Brillian agrees to provide (1) the information set forth in Appendix A to this Agreement, on or before the dates set forth therein, with respect to Consolidated Returns, and (2) the information set forth in Appendix Exhibit B to this Agreement, on or before the dates set forth therein, with respect to the TFS Consolidated Group Return for Federal Taxes for 2003, and any Combined ReturnsState Tax Returns for 2003. (2b) In the case of any Tax Return for a Pre-Distribution Tax Period described that is in Section 2.1(a) TFS's possession and is filed after the date of this Agreement, Hewlett-Packard TFS shall provide employees of Agilent responsible for preparing its Tax Returns with Brillian access to each such Tax Return, and will provide Agilent with a allow Brillian to copy of that portion of each such Tax Return to the extent it relates to Agilent or any Agilent Brillian Affiliate, together with all related Tax accounting work papers, not later than five (5) 30 days after the receipt date of a written request therefor. filing of such Return. (c) In additionthe case of any Return in TFS's possession that was filed before the date of this Agreement, Hewlett-Packard will TFS shall use reasonable efforts to provide employees of Agilent responsible for preparing its Tax Returns with Brillian access to any private letter rulings, together with any requests therefor and related documents, issued allow Brillian to Hewlett-Packard prior to the Distribution Date, and will provide Agilent with a copy that portion of each such rulings or documents Return to the extent that it relates to any Brillian Affiliate together with all related Tax accounting work papers, beginning as soon as reasonably practicable after the issues discussed therein are relevant to Agilent or an Agilent Affiliatedate of this Agreement, not but in no event beginning later than five (5) 15 days after the receipt of a written request thereforDistribution Date. (3d) Hewlett-Packard After the date of this Agreement, TFS shall provide Agilent all documents and information, and make available afford Brillian access to employees and officers of Hewlett-Packard as Agilent reasonably requests, TFS on a mutually convenient basis during normal business hours to aid Agilent in preparing the extent such access may reasonably be required by Brillian to prepare any Return including any Post-Distribution Tax Period Return described in Section 2.1(b) of this Agreement, Brillian or to contest any Audit of any such Tax Return. (4) Proceeding. Notwithstanding any other provision of this Agreement, neither Hewlett-Packard nor any Hewlett-Packard no TFS Affiliate shall be required to provide Agilent or any Agilent Brillian Affiliate access to or copies of (i) any information that relates with respect to Hewlett-Packard or which any Hewlett-Packard TFS Affiliate and not is entitled to assert the business or assets protection of Agilent or any Agilent Affiliate. In addition, in the event that Hewlett-Packard determines that the provision of any information to Agilent or any Agilent Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, or (ii) any information as to which any TFS Affiliate is subject to an obligation to maintain the parties confidentiality of such information. TFS shall take all use reasonable measures efforts to permit the compliance with such obligations in a manner that avoids separate any such harm information from any other information to which Brillian is entitled to access or consequence. (5) To to which Brillian is entitled to copy under this Agreement, to the extent that Agilent acquires Tax Return software from Hewlett-Packard, any information that relates solely to Hewlett-Packard (and not to the business or assets of Agilent) that is included in such software shall be deleted from such software as soon as practicable (unless such removal would adversely affect the Agilent information included in such software) and Agilent shall inform Hewlett-Packard of the deletions that are madeconsistent with preserving TFS's rights under this Section 5.

Provision of Tax Return Information. (1a) Agilent TWG and WMC shall provide Hewlett-Packard PFI with all documents and information, and make available employees and officers of Agilent TWG and WMC as Hewlett- Packard PFI reasonably requests, on a mutually convenient basis during normal business hours, requests to aid Hewlett-Packard in preparing prepare any Tax Return described in Section 2.1(a) of this Agreement to the extent that such Tax Return relates to the business, assets or activities that are transferred to Agilent (or any Agilent Affiliate), any Pro Forma Agilent Group Consolidated Returns described in Section 4.6(a) of this Agreement, and any Pro Forma Agilent Group Combined Returns described in Section 4.6(b) of this Agreement, 2.2 or to contest any Audit of Tax Proceeding for any such Tax Return. Without limiting the foregoing, in this regard, Agilent agrees to provide (1) the information set forth in Appendix A to this Agreement, on or before the dates set forth therein, with respect to Consolidated Returns, and (2) the information set forth in Appendix B to this Agreement, on or before the dates set forth therein, with respect to Combined Returns. (2b) In the case of any Tax Return for a Pre-Distribution Tax Period described that is in Section 2.1(a) PFI's possession and is filed after the date of this Agreement, Hewlett-Packard PFI shall provide employees of Agilent responsible for preparing its Tax Returns with TWG and WMC access to each such Tax Return, and will provide Agilent with a allow TWG and WMC to copy of that portion of each such Tax Return to the extent it relates to Agilent TWG or any Agilent AffiliateWMC, together with all related Tax accounting work papers, not later than five (5) 30 days after the receipt date of a written request therefor. filing of such Return. (c) In additionthe case of any Return in PFI's possession that was filed before the date of this Agreement, Hewlett-Packard will PFI shall use reasonable efforts to provide employees of Agilent responsible for preparing its Tax Returns with TWG and WMC access to any private letter rulings, together with any requests therefor and related documents, issued allow TWG and WMC to Hewlett-Packard prior to the Distribution Date, and will provide Agilent with a copy that portion of each such rulings or documents Return to the extent that it relates to TWG or WMC, together with all related Tax accounting work papers, beginning as soon as reasonably practicable after the issues discussed therein are relevant to Agilent or an Agilent Affiliatedate of this Agreement, not but in no event beginning later than five (5) 15 days after the receipt of a written request thereforDistribution Date. (3d) Hewlett-Packard After the date of this Agreement, PFI shall provide Agilent all documents grant TWG and information, and make available WMC access to employees and officers of Hewlett-Packard as Agilent reasonably requests, PFI on a mutually convenient basis during normal business hours to aid Agilent in preparing the extent such access may reasonably be required by TWG or WMC to prepare any Return including any Post-Distribution Tax Period Return described in Section 2.1(b) of this Agreement, TWG or WMC or to contest any Audit of any such Tax ReturnProceeding. (4e) Notwithstanding any other provision of this Agreement, neither Hewlett-Packard nor any Hewlett-Packard Affiliate PFI shall not be required to provide Agilent or any Agilent Affiliate TWG and WMC access to or copies of (a) any information that relates with respect to Hewlett-Packard or any Hewlett-Packard Affiliate and not which PFI is entitled to assert the business or assets protection of Agilent or any Agilent Affiliate. In addition, in the event that Hewlett-Packard determines that the provision of any information to Agilent or any Agilent Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, or (b) any information as to which PFI is subject to an obligation to maintain the parties confidentiality of such information. PFI shall take all use reasonable measures efforts to permit the compliance with such obligations in a manner that avoids separate any such harm information from any other information to which TWG or consequence. (5) To WMC are entitled to access or to which TWG or WMC are entitled to copy under this Agreement, to the extent that Agilent acquires Tax Return software from Hewlett-Packard, any information that relates solely to Hewlett-Packard (and not to the business or assets of Agilent) that is included in such software shall be deleted from such software as soon as practicable (unless such removal would adversely affect the Agilent information included in such software) and Agilent shall inform Hewlett-Packard of the deletions that are madeconsistent with preserving PFI's rights under this Section 6.2.

Provision of Tax Return Information. (1i) Agilent Visteon shall provide Hewlett-Packard Ford all documents and information, and make available employees and officers of Agilent the Visteon Affiliates as Hewlett- Packard Ford reasonably requests, on a mutually convenient basis during normal business hours, requests to aid Hewlett-Packard in preparing prepare any Tax Return described in Section 2.1(a2(b) of this Agreement to the extent that such Tax Return relates to the business, assets or activities that are transferred to Agilent (or any Agilent Affiliate), any Pro Forma Agilent Group Consolidated Returns described in Section 4.6(a) of this Agreement, and any Pro Forma Agilent Group Combined Returns described in Section 4.6(b) of this Agreement, or to contest any Audit of Tax Proceeding for any such Tax Return. Without limiting the foregoing, in this regard, Agilent Visteon agrees to provide (1) the information set forth in Appendix A to this Agreement, on or before the dates set forth therein, with respect to Consolidated Returns, and (2) the information set forth in Appendix B to this Agreement, on or before the dates set forth therein, with respect to the Ford Consolidated Group Return for Federal Taxes for 2000, and any Combined ReturnsState Tax Returns for 2000. (2ii) In the case of any Tax Return for a Pre-Distribution Tax Period described that is in Section 2.1(a) Ford's possession and is filed after the date of this Agreement, Hewlett-Packard Ford shall provide employees of Agilent responsible for preparing its Tax Returns with Visteon access to each such Tax Return, and will provide Agilent with a allow Visteon to copy of that portion of each such Tax Return to the extent it relates to Agilent or any Agilent Visteon Affiliate, together with all related Tax accounting work papers, not later than five (5) 30 days after the receipt date of a written request therefor. filing of such Return. (iii) In additionthe case of any Return in Ford's possession that was filed before the date of this Agreement, Hewlett-Packard will Ford shall use reasonable efforts to provide employees of Agilent responsible for preparing its Tax Returns with Visteon access to any private letter rulings, together with any requests therefor and related documents, issued allow Visteon to Hewlett-Packard prior to the Distribution Date, and will provide Agilent with a copy that portion of each such rulings or documents Return to the extent that it relates to any Visteon Affiliate together with all related Tax accounting work papers, beginning as soon as reasonably practicable after the issues discussed therein are relevant to Agilent or an Agilent Affiliatedate of this Agreement, not but in no event beginning later than five (5) 15 days after the receipt of a written request thereforDistribution Date. (3iv) Hewlett-Packard After the date of this Agreement, Ford shall provide Agilent all documents and information, and make available afford Visteon access to employees and officers of Hewlett-Packard as Agilent reasonably requests, Ford on a mutually convenient basis during normal business hours to aid Agilent in preparing the extent such access may reasonably be required by Visteon to prepare any Return including any Post-Distribution Tax Period Return described in Section 2.1(b) of this Agreement, Visteon or to contest any Audit of any such Tax Return. (4) Proceeding. Notwithstanding any other provision of this Agreement, neither Hewlett-Packard nor any Hewlett-Packard no Ford Affiliate shall be required to provide Agilent or any Agilent Visteon Affiliate access to or copies of (i) any information that relates with respect to Hewlett-Packard or which any Hewlett-Packard Ford Affiliate and not is entitled to assert the business or assets protection of Agilent or any Agilent Affiliate. In addition, in the event that Hewlett-Packard determines that the provision of any information to Agilent or any Agilent Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, or (ii) any information as to which any Ford Affiliate is subject to an obligation to maintain the parties confidentiality of such information. Ford shall take all use reasonable measures efforts to permit the compliance with such obligations in a manner that avoids separate any such harm information from any other information to which Visteon is entitled to access or consequence. (5) To to which Visteon is entitled to copy under this Agreement, to the extent that Agilent acquires Tax Return software from Hewlett-Packard, any information that relates solely to Hewlett-Packard (and not to the business or assets of Agilent) that is included in such software shall be deleted from such software as soon as practicable (unless such removal would adversely affect the Agilent information included in such software) and Agilent shall inform Hewlett-Packard of the deletions that are madeconsistent with preserving Ford's rights under this Section 7.

Provision of Tax Return Information. (1a) Agilent shall provide Hewlett-Packard all documents and information, and make available employees and officers of Agilent as Hewlett- Packard reasonably requests, on a mutually convenient basis during normal business hours, to aid Hewlett-Packard in preparing any Tax Return described in Section 2.1(a) of this Agreement to the extent that such Tax Return relates to the business, assets or activities that are transferred to Agilent (or any Agilent Affiliate), any Pro Forma Agilent Group Consolidated Returns described in Section 4.6(a) of this Agreement, and any Pro Forma Agilent Group Combined Returns described in Section 4.6(b) of this Agreement, or to contest any Audit of any such Tax Return. Without limiting the foregoing, in this regard, Agilent agrees to provide (1) the information set forth in Appendix A to this Agreement, on or before the dates set forth therein, with respect to Consolidated Returns, and (2) the information set forth in Appendix B to this Agreement, on or before the dates set forth therein, with respect to Combined Returns. (2b) In the case of any Tax Return for a Pre-Distribution Spinoff Period described in Section 2.1(a) of this Agreement, Hewlett-Packard shall provide employees of Agilent responsible for preparing its Tax Returns with access to each such Tax Return, and will provide Agilent with a copy of that portion of each such Tax Return to the extent it relates to Agilent or any Agilent Affiliate, together with all related Tax accounting work papers, not later than five (5) days after the receipt of a written request therefor. In addition, Hewlett-Packard will provide employees of Agilent responsible for preparing its Tax Returns with access to any private letter rulings, together with any requests therefor and related documents, issued to Hewlett-Packard prior to the Distribution Date, and will provide Agilent with a copy of such rulings or documents to the extent that the issues discussed therein are relevant to Agilent or an Agilent Affiliate, not later than five (5) days after the receipt of a written request therefor. (3c) After the date of this Agreement, Hewlett-Packard shall provide afford Agilent all documents and information, and make available access to employees and officers of Hewlett-Packard as Agilent reasonably requests, on a mutually convenient basis during normal business hours to aid Agilent in preparing any Tax Return described in Section 2.1(b) of this Agreement, Agree ment or to contest any Audit of any such Tax Return. (4d) Notwithstanding any other provision of this AgreementAgree ment, neither no member of the Hewlett-Packard nor any Hewlett-Packard Affiliate Group shall be required to provide Agilent or any Agilent Affiliate access to or copies of (1) any information that relates to Hewlett-Hewlett- Packard or any Hewlett-Packard Affiliate and not to the business or assets of Agilent or any Agilent Affiliate, (2) any information as to which any member of the Hewlett-Packard Group is entitled to assert the protection of any Privilege, or (3) any information as to which any member of the Hewlett-Packard Group is subject to an obligation with a third-party to maintain the confidentiality of such information. In addition, in Hewlett-Packard shall use reasonable efforts to separate any such information from any other information to which Agilent is entitled to under this Agreement. To the event extent that Hewlett-Packard determines that the provision of redacts or otherwise withholds any information pursuant to this Section 2.2(d), Hewlett-Packard shall provide Agilent or any Agilent Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the parties shall take all reasonable measures to permit the compliance with an index of such obligations in a manner that avoids any such harm or consequenceinformation. (5e) To the extent that Agilent acquires Tax Return software from Hewlett-Packard, any information that relates solely to Hewlett-Packard (and not to the business or assets of Agilent) that is included in such software shall be deleted from such software as soon as practicable (unless such removal would adversely affect the Agilent information included in such software) and Agilent shall inform Hewlett-Packard of the deletions that are made.