Common use of Responsibility for Preparing Tax Returns Clause in Contracts

Responsibility for Preparing Tax Returns. (a) HII shall make all determinations with respect to and have ultimate control over the preparation of all (i) Honeywell Separate Returns for all taxable periods and (ii) Joint Returns. If SpinCo is responsible for filing any such Tax Return described in Section 3.01(a)(ii) under Section 3.02(a), HII shall, subject to Section 3.01(d), promptly deliver such prepared Tax Return to SpinCo reasonably in advance of the applicable filing deadline. (b) Except as provided in Section 3.01(a), SpinCo shall have ultimate control over the preparation of all SpinCo Separate Returns for all taxable periods. If HII is responsible for filing any such Tax Return under Section 3.02(a), SpinCo shall, subject to Section 3.01(d), promptly deliver such prepared Tax Return to HII reasonably in advance of the applicable filing deadline. (c) To the extent that any Tax Return described in Section 3.01(a) or (b) is required to be filed by a Party other than the Tax Return Preparer or directly relates to matters for which another Party may have an indemnification obligation to the Tax Return Preparer or that may give rise to a refund to which that other Party would be entitled, under this Agreement, the Tax Return Preparer shall (i) prepare the relevant portions of the Tax Return on a basis consistent with past practice, except (A) as required by applicable Law or to correct any clear error, (B) as a result of changes or elections made on any Tax Return of a HII Consolidated Group that do not relate primarily to the SpinCo Group or (C) as mutually agreed by the Parties; (ii) notify the other Party of any such portions not prepared on a basis consistent with past practice; (iii) provide the other Party a reasonable opportunity to review the relevant portions of the Tax Return; (iv) consider in good faith any reasonable comments made by the other Party; and (v) not file any such Tax Return without the consent of the other Party (which consent not to be unreasonably withheld, conditioned or delayed). (d) The Parties shall attempt in good faith to resolve any issues arising out of the review of any such Tax Return as soon as practically possible. If the Parties are unable to resolve their differences, then the Parties shall collectively select an independent accounting firm (the “Accounting Firm”) and shall instruct the Accounting Firm to use its best efforts to prepare the relevant portions of the Tax Return on behalf of the Tax Return Preparer in compliance with Section 3.01(c) as promptly as practically possible. All determinations of the Accounting Firm relating to the disputed items, absent fraud, shall be final and binding on the Parties. (e) SpinCo shall provide to HII all information related to members of the SpinCo Group that is reasonably requested by HII and required to complete any Tax Return which is the responsibility of HII pursuant to Section 3.01(a), in the format reasonably requested by HII, and at least 60 days prior to the due date (including extensions) of the relevant Tax Return. In particular, the SpinCo Group tax department will support HII with respect to data collection and compilation requirements. The dates for submissions to HII required in this section may be modified by mutual agreement of HII and SpinCo. (f) Each Party shall bear its own expenses in connection with the preparation of Tax Returns pursuant to this Section 3.01; provided that expenses incurred with respect to Tax Returns under Section 3.01(a)(ii) shall be borne by the Parties as determined by HII in its sole discretion.

Responsibility for Preparing Tax Returns. Neurotrope (a) HII shall make all determinations with With respect to and have ultimate control over the preparation of all any Tax Return that is required or permitted to be filed for a taxable period: (i) Honeywell Separate Neurotrope shall prepare and file all Tax Returns of the Neurotrope Tax Group that are required or permitted to be filed for all any taxable periods and period. (ii) Joint ReturnsNeurotrope shall prepare and file all Tax Returns of SpinCo for any taxable period ending on or before the Distribution Date, including any short taxable year ending by reason of the Distribution. If SpinCo is responsible shall provide to Neurotrope any information or documentation as reasonably necessary for filing Neurotrope to prepare any such Tax Return described in Section 3.01(a)(iiReturns. (iii) under Section 3.02(a)SpinCo shall prepare and file any Tax Returns of SpinCo that are required or permitted to be filed for any taxable period ending after the Distribution Date, HII shall, subject to Section 3.01(d), promptly deliver such prepared Tax Return to SpinCo reasonably in advance of the applicable filing deadlineincluding any Straddle Period. (b) Except as provided in Section 3.01(a), SpinCo shall have ultimate control over the preparation of all SpinCo Separate Returns for all taxable periods. If HII is responsible for filing any such Tax Return under Section 3.02(a), SpinCo shall, subject to Section 3.01(d), promptly deliver such prepared Tax Return to HII reasonably in advance of the applicable filing deadline. (c) To the extent that any Tax Return described in Section 3.01(a) or (b) is required to be filed by a Party other than the Tax Return Preparer or directly relates to matters for which another Party SpinCo may have an indemnification obligation to the Tax Return Preparer Neurotrope, or that may give rise to a refund to which that other Party SpinCo would be entitled, under this Agreement, the Tax Return Preparer Neurotrope shall (i) prepare the relevant portions of the Tax Return on a basis consistent with past practice, except (A) as required by applicable Law or to correct any clear error, (B) as a result of changes or elections made on any Tax Return of a HII Neurotrope Consolidated Group that do not relate primarily to the SpinCo Group or (C) as mutually agreed by the Parties; (ii) notify the other Party SpinCo of any such portions not prepared on a basis consistent with past practice; (iii) provide the other Party SpinCo a reasonable opportunity to review the relevant portions of the Tax Return; (iv) consider in good faith any reasonable comments made by the other PartySpinCo; and (v) not file any use commercially reasonable efforts to incorporate, in the portion of such Tax Return without related to SpinCo’s potential indemnification obligation (or refund entitlement), any reasonable comments made by SpinCo relating to the consent of the other Party Neurotrope’s compliance with clause (which consent not to be unreasonably withheld, conditioned or delayedi). (d) . The Parties shall attempt in good faith to resolve any issues arising out of the review of any such Tax Return as soon as practically possible. If the Parties are unable to resolve their differences, then the Parties shall collectively select an independent accounting firm (the “Accounting Firm”) and shall instruct the Accounting Firm to use its best efforts to prepare the relevant portions of the Tax Return on behalf of the Tax Return Preparer in compliance with Section 3.01(c) as promptly as practically possible. All determinations of the Accounting Firm relating to the disputed items, absent fraud, shall be final and binding on the PartiesReturn. (ec) SpinCo shall provide to HII all information related to members Neurotrope shall, no later than 5 business days before the due date (including extensions) of the SpinCo Group that is reasonably requested by HII and required to complete any Tax Return which is the responsibility of HII pursuant to described in Section 3.01(a3.01(b), in notify SpinCo of any amount (or any portion of any such amount) shown as due on that Tax Return for which SpinCo must indemnify Neurotrope under this Agreement. SpinCo shall pay such amount to the format reasonably requested by HII, and at least 60 days Neurotrope no later than one day prior to the due date (including extensions) of the relevant Tax Return. In particular, the SpinCo Group tax department will support HII with respect A failure of Neurotrope to data collection and compilation requirements. The dates for submissions to HII required give notice as provided in this section may be modified Section 3.01(c) shall not relieve SpinCo from its indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually and materially prejudiced by mutual agreement of HII and SpinCosuch failure. (fd) Each Party Without the prior written consent of SpinCo (which consent shall bear its own expenses in connection with not be unreasonably withheld, conditioned or delayed), Neurotrope shall not file, amend, withdraw, revoke or otherwise alter any Tax Return that relates to any event occurring on or before the preparation of Tax Returns pursuant Distribution Date to this Section 3.01; provided that expenses incurred with respect the extent such alternation could reasonably be expected to Tax Returns under Section 3.01(a)(ii) shall be borne by the Parties as determined by HII in its sole discretionadversely and materially impact matters for which SpinCo may have an indemnification obligation to Neurotrope.

Responsibility for Preparing Tax Returns. (a) HII Except as described in Section 3.01(b), TWX shall make all determinations with respect timely prepare any Tax Returns of the TWX Tax Group and the Time Tax Group that are required or permitted to and have ultimate control over be filed for any taxable period beginning before the preparation of all (i) Honeywell Separate Returns for all taxable periods and (ii) Joint ReturnsDistribution Date. If SpinCo Time is responsible for filing any such Tax Return described in Section 3.01(a)(ii) under Section 3.02(a3.03(a), HII TWX shall, subject to Section 3.01(d3.01(c), promptly deliver such prepared Tax Return to SpinCo Time reasonably in advance of the applicable filing deadline. (b) Except as provided in Section 3.01(aTime shall timely prepare (i) all 2014 UK Returns and (ii) any Tax Returns of the Time Tax Group that are required or permitted to be filed for any taxable period beginning before the Distribution Date if such Tax Returns are of a type that a member of the Time Tax Group has historically been responsible for preparing, including Tax Returns set forth on Schedule 3.01(b), SpinCo shall have ultimate control over the preparation of all SpinCo Separate Returns for all taxable periods. If HII TWX is responsible for filing any such Tax Return under Section 3.02(a3.03(a), SpinCo Time shall, subject to Section 3.01(d3.01(c), promptly deliver such prepared Tax Return to HII TWX reasonably in advance of the applicable filing deadline. (c) To Except as otherwise described on Schedule 3.01(c), to the extent that any Tax Return described in Section 3.01(a) or (b) is required to be filed by a Party other than the Tax Return Preparer or directly relates to matters for which another Party may have an indemnification obligation to the Tax Return Preparer Preparer, or that may give rise to a refund to which that other Party would be entitled, under this Agreement, the Tax Return Preparer shall (i) prepare the relevant portions of the Tax Return on a basis consistent with past practice, except (A) as required by applicable Law or to correct any clear error, (B) as a result of changes or elections made on any Tax Return of a HII TWX Consolidated Group that do not relate primarily to the SpinCo Time Tax Group or (C) as mutually agreed by the Parties; (ii) notify the other Party of any such portions not prepared on a basis consistent with past practice; (iii) provide the other Party a reasonable opportunity to review the relevant portions of the Tax Return; (iv) consider in good faith any reasonable comments made by the other Party; and (v) not file any use commercially reasonable efforts to incorporate, in the portion of such Tax Return without related to the consent of other Party’s potential indemnification obligation (or refund entitlement), any reasonable comments made by the other Party relating to the Tax Return Preparer’s compliance with clause (which consent not to be unreasonably withheld, conditioned or delayedi). (d) . The Parties shall attempt in good faith to resolve any issues arising out of the review of any such Tax Return as soon as practically possible. If the Parties are unable to resolve their differences, then the Parties shall collectively select an independent accounting firm (the “Accounting Firm”) and shall instruct the Accounting Firm to use its best efforts to prepare the relevant portions of the Tax Return on behalf of the Tax Return Preparer in compliance with Section 3.01(c) as promptly as practically possible. All determinations of the Accounting Firm relating to the disputed items, absent fraud, shall be final and binding on the PartiesReturn. (e) SpinCo shall provide to HII all information related to members of the SpinCo Group that is reasonably requested by HII and required to complete any Tax Return which is the responsibility of HII pursuant to Section 3.01(a), in the format reasonably requested by HII, and at least 60 days prior to the due date (including extensions) of the relevant Tax Return. In particular, the SpinCo Group tax department will support HII with respect to data collection and compilation requirements. The dates for submissions to HII required in this section may be modified by mutual agreement of HII and SpinCo. (f) Each Party shall bear its own expenses in connection with the preparation of Tax Returns pursuant to this Section 3.01; provided that expenses incurred with respect to Tax Returns under Section 3.01(a)(ii) shall be borne by the Parties as determined by HII in its sole discretion.

Responsibility for Preparing Tax Returns. (a) HII Except as provided in Section 3.01(b), B&N shall make all determinations with respect to timely prepare any Tax Returns of the B&N Tax Group and have ultimate control over the preparation BNED Tax Group for any taxable period beginning before the date of all (i) Honeywell Separate Returns for all taxable periods and (ii) Joint Returnsthe External Distribution. If SpinCo BNED is responsible for filing any such Tax Return described in Section 3.01(a)(ii) under Section 3.02(a3.03(a), HII B&N shall, subject to Section 3.01(d3.01(c), promptly deliver such prepared Tax Return to SpinCo BNED reasonably in advance of the applicable filing deadline. (b) Except as provided in Section 3.01(a)BNED shall timely prepare (i) any Partnership Return, SpinCo shall have ultimate control over the preparation of all SpinCo and (ii) any Separate Returns for all taxable periodsBNED Return. If HII B&N is responsible for filing any such Tax Return under Section 3.02(a3.03(a), SpinCo BNED shall, subject to Section 3.01(d3.01(c), promptly deliver such prepared Tax Return to HII B&N reasonably in advance of the applicable filing deadline. (c) To Except as otherwise described on Schedule 3.01(c), to the extent that any Tax Return described in Section 3.01(a) or (b) is required to be filed by a Party other than the Tax Return Preparer or directly relates to matters for which another Party may have an indemnification obligation to the Tax Return Preparer Preparer, or that may give rise to a refund to which that other Party would be entitled, entitled under this Agreement, the Tax Return Preparer shall (i) prepare the relevant portions of the Tax Return on a basis consistent with past practicepractice (or refrain from amending such Tax Return if it has already been filed with the Taxing Authority), except (A) as required by applicable Law or to correct any clear error, (B) as a result of changes or elections made on any Tax Return of a HII B&N Consolidated Group that do not relate primarily to the SpinCo BNED Tax Group or (C) as mutually agreed by the Parties; (ii) notify the other Party of any such portions not prepared on a basis consistent with past practice; (iii) provide the other Party a reasonable opportunity to review the relevant portions of the Tax Return; and (iv) consider in good faith any reasonable comments made by the other Party; and (v) not file any such Tax Return without the consent of the other Party (which consent not to be unreasonably withheld, conditioned or delayed). (d) . The Parties shall attempt in good faith to resolve any issues arising out of the review of any such Tax Return as soon as practically possible. If the Parties are unable to resolve their differences, then the Parties shall collectively select an independent accounting firm (the “Accounting Firm”) and shall instruct the Accounting Firm to use its best efforts to prepare the relevant portions of the Tax Return on behalf of the Tax Return Preparer in compliance with Section 3.01(c) as promptly as practically possible. All determinations of the Accounting Firm relating to the disputed items, absent fraud, shall be final and binding on the PartiesReturn. (e) SpinCo shall provide to HII all information related to members of the SpinCo Group that is reasonably requested by HII and required to complete any Tax Return which is the responsibility of HII pursuant to Section 3.01(a), in the format reasonably requested by HII, and at least 60 days prior to the due date (including extensions) of the relevant Tax Return. In particular, the SpinCo Group tax department will support HII with respect to data collection and compilation requirements. The dates for submissions to HII required in this section may be modified by mutual agreement of HII and SpinCo. (f) Each Party shall bear its own expenses in connection with the preparation of Tax Returns pursuant to this Section 3.01; provided that expenses incurred with respect to Tax Returns under Section 3.01(a)(ii) shall be borne by the Parties as determined by HII in its sole discretion.

Responsibility for Preparing Tax Returns. (a) HII Spinco shall make all determinations with respect timely prepare or cause to be timely prepared any Spinco Separate Tax Returns that are required or permitted to be filed for any taxable period beginning before the Distribution Date. Except for any Tax Returns to be prepared by Spinco pursuant to the immediately preceding sentence, DTE shall timely prepare or cause to be timely prepared any Tax Returns of the DTE Tax Group and have ultimate control over the preparation of all (iDTE Consolidated Group that are required or permitted to be filed for any taxable period beginning before the Distribution Date. The Party responsible for preparing any Tax Returns pursuant to this Section 3.01(a) Honeywell Separate Returns for all taxable periods and (ii) Joint Returnsshall be referred to herein as the “Tax Return Preparer”. If SpinCo a Party other than the Tax Return Preparer is responsible for filing any such Tax Return described in Section 3.01(a)(ii) under Section 3.02(a), HII the Tax Return Preparer shall, subject to Section 3.01(d3.01(c), promptly deliver such prepared Tax Return to SpinCo the other Party reasonably in advance of the applicable filing deadline. (b) Except as provided in Section 3.01(a), SpinCo shall have ultimate control over the preparation of all SpinCo Separate Returns for all taxable periods. If HII is responsible for filing any such Tax Return under Section 3.02(a), SpinCo shall, subject to Section 3.01(d), promptly deliver such prepared Tax Return to HII reasonably in advance of the applicable filing deadline. (c) To the extent that any Tax Return described in Section 3.01(a) or (b) is required to be filed by a Party other than the Tax Return Preparer or directly relates to matters for which another Party may have an indemnification obligation to the Tax Return Preparer or that may give rise to a refund to which that other Party would be entitled, under this Agreement, the Tax Return Preparer shall (i) prepare the relevant portions of the Tax Return on a basis consistent with past practice, except (A) as required by applicable Law or to correct any clear error, (B) as a result of changes or elections made on any DTE Consolidated Tax Return of a HII Consolidated Group that do not relate primarily to the SpinCo Spinco Tax Group or (C) as mutually agreed by the Parties; (ii) notify the other Party of any such portions not prepared on a basis consistent with past practice; (iii) provide the other Party a reasonable opportunity to review the relevant portions of the Tax Return; and (iv) consider in good faith any reasonable comments made by the other Party; and (v) not file any such Tax Return without the consent of the other Party (which consent not to be unreasonably withheld, conditioned or delayed). (dc) The Parties shall attempt in good faith to resolve any issues arising out of the review of any such Tax Return as soon as practically possible. If the Parties are unable to resolve their differences, then the Parties shall collectively select an independent accounting firm (the “Accounting Firm”) and shall instruct the Accounting Firm to use its best efforts to prepare the relevant portions of the Tax Return on behalf of the Tax Return Preparer in compliance with Section 3.01(c3.01(b) as promptly as practically possible. All determinations of the Accounting Firm relating to the disputed items, absent fraud, shall be final and binding on the Parties. (e) SpinCo shall provide to HII all information related to members . The fees and expenses of the SpinCo Group that is reasonably requested by HII and required to complete any Tax Return which is the responsibility of HII pursuant to Section 3.01(a), in the format reasonably requested by HII, and at least 60 days prior to the due date (including extensions) of the relevant Tax Return. In particular, the SpinCo Group tax department will support HII with respect to data collection and compilation requirements. The dates for submissions to HII required in this section may be modified by mutual agreement of HII and SpinCo. (f) Each Party shall bear its own expenses in connection with the preparation of Tax Returns pursuant to this Section 3.01; provided that expenses incurred with respect to Tax Returns under Section 3.01(a)(ii) Accounting Firm shall be borne by the Parties as determined by HII in its sole discretionSpinco.

Responsibility for Preparing Tax Returns. (a) HII shall make all determinations with respect timely prepare or cause to be timely prepared any Tax Returns of the HII Tax Group and have ultimate control over the preparation of all (i) Honeywell Separate Returns AdvanSix Tax Group that are required or permitted to be filed for all any taxable periods and (ii) Joint Returnsperiod beginning before the Distribution Date. If SpinCo is responsible for filing any such Tax Return described in Section 3.01(a)(ii) under Section 3.02(a), HII shall, subject to Section 3.01(d), promptly deliver such prepared Tax Return to SpinCo reasonably in advance of the applicable filing deadline. (b) Except as provided in Section 3.01(a), SpinCo shall have ultimate control over the preparation of all SpinCo Separate Returns for all taxable periods. If HII AdvanSix is responsible for filing any such Tax Return under Section 3.02(a), SpinCo HII shall, subject to Section 3.01(d3.01(c), promptly deliver such prepared Tax Return to HII AdvanSix reasonably in advance of the applicable filing deadline. (cb) To the extent that any Tax Return described in Section 3.01(a) or (b) is required to be filed by a Party other than the Tax Return Preparer or directly relates to matters for which another Party may have an indemnification obligation to the Tax Return Preparer or that may give rise to a refund to which that other Party would be entitled, under this Agreement, the Tax Return Preparer shall (i) prepare the relevant portions of the Tax Return on a basis consistent with past practice, except (A) as required by applicable Law or to correct any clear error, (B) as a result of changes or elections made on any Tax Return of a HII Consolidated Group that do not relate primarily to the SpinCo AdvanSix Tax Group or (C) as mutually agreed by the Parties; (ii) notify the other Party of any such portions not prepared on a basis consistent with past practice; (iii) provide the other Party a reasonable opportunity to review the relevant portions of the Tax Return; and (iv) consider in good faith any reasonable comments made by the other Party; and (v) not file any such Tax Return without the consent of the other Party (which consent not to be unreasonably withheld, conditioned or delayed). (dc) The Parties shall attempt in good faith to resolve any issues arising out of the review of any such Tax Return as soon as practically possible. If the Parties are unable to resolve their differences, then the Parties shall collectively select an independent accounting firm (the “Accounting Firm”) and shall instruct the Accounting Firm to use its best efforts to prepare the relevant portions of the Tax Return on behalf of the Tax Return Preparer in compliance with Section 3.01(c) as promptly as practically possible. All determinations of the Accounting Firm relating to the disputed items, absent fraud, shall be final and binding on the Parties. (e) SpinCo shall provide to HII all information related to members . The fees and expenses of the SpinCo Group that is reasonably requested by HII and required to complete any Tax Return which is the responsibility of HII pursuant to Section 3.01(a), in the format reasonably requested by HII, and at least 60 days prior to the due date (including extensions) of the relevant Tax Return. In particular, the SpinCo Group tax department will support HII with respect to data collection and compilation requirements. The dates for submissions to HII required in this section may be modified by mutual agreement of HII and SpinCo. (f) Each Party shall bear its own expenses in connection with the preparation of Tax Returns pursuant to this Section 3.01; provided that expenses incurred with respect to Tax Returns under Section 3.01(a)(ii) Accounting Firm shall be borne by the Parties as determined by HII in its sole discretionAdvanSix.

Responsibility for Preparing Tax Returns. (a) HII Except as described in Section 3.01(b), EBSI shall make all determinations with respect to and have ultimate control over the preparation of all timely prepare (i) Honeywell any Joint Returns or Separate Returns that are required or permitted to be filed for all taxable periods any Tax Period beginning on or before the Distribution Date (including Straddle Periods), and (ii) any Joint ReturnsReturns or EBSI Separate Returns that are required or permitted to be filed for any Tax Period beginning after the Distribution Date. If SpinCo Aptevo is responsible for filing any such Tax Return described in Section 3.01(a)(ii) under Section 3.02(a3.03(a), HII EBSI shall, subject to Section 3.01(d3.01(c), promptly deliver such prepared Tax Return to SpinCo Aptevo reasonably in advance of the applicable filing deadline. (b) Except as provided in Section 3.01(a), SpinCo Aptevo shall have ultimate control over the preparation of all SpinCo timely prepare any Aptevo Separate Returns that are required or permitted to be filed for all taxable periodsany Tax Period beginning after the Distribution Date. If HII EBSI is responsible for filing any such Tax Return under Section 3.02(a3.03(a), SpinCo Aptevo shall, subject to Section 3.01(d3.01(c), promptly deliver such prepared Tax Return to HII EBSI reasonably in advance of the applicable filing deadline. (c) To Subject to Section 3.01(d), to the extent that any Tax Return described in Section 3.01(a) or (b3.01(b) is required to be filed by a Party other than the Tax Return Preparer or directly relates to matters for which another Party may have an indemnification obligation to the Tax Return Preparer or an obligation to pay Taxes directly to a Tax Authority for which it is not indemnified pursuant to this Agreement, or that may give rise to a refund to which that other Party would be entitled, entitled under this Agreement, the Tax Return Preparer shall (i) prepare the relevant portions of the Tax Return on a basis consistent with past practice, except (A) as required by applicable Law or to correct any clear error, or (B) as a result of changes or elections made on any Tax Return of a HII Consolidated Group that do not relate primarily to the SpinCo Group or (C) as mutually agreed by the Parties; (ii) notify the other Party of any such portions not prepared on a basis consistent with past practice; (iii) provide the other Party a reasonable opportunity to review the relevant portions of the Tax Return; (iv) consider in good faith any reasonable comments made by the other Party; and (v) not file any use commercially reasonable efforts to incorporate, in the portion of such Tax Return without related to the consent of other Party’s potential indemnification obligation (or refund entitlement), any reasonable comments made by the other Party relating to the Tax Return Preparer’s compliance with clause (which consent not to be unreasonably withheld, conditioned or delayedi). (d) . The Parties shall attempt in good faith to resolve any issues arising out of the review of any such Tax Return. (d) EBSI shall have the exclusive right with respect to any Joint Return as soon as practically possible. If for Income Taxes to determine (i) the Parties are unable to resolve their differencesmanner in which such Tax Return shall be prepared and filed, then including, without limitation, the Parties manner in which any item of income, gain, loss, deduction or credit shall collectively select an independent accounting firm be reported, (ii) whether any extensions may be requested, (iii) the “Accounting Firm”) and shall instruct the Accounting Firm to use its best efforts to prepare the relevant portions elections that will be made by any member of the group, and (iv) whether any amended Tax Return on behalf Returns should be filed. Aptevo hereby irrevocably designates, and agrees to cause each member of the Tax Return Preparer in compliance with Section 3.01(cAptevo Group to so designate, EBSI as its sole and exclusive agent and attorney-in-fact to take such actions (including execution of documents) as promptly as practically possibleEBSI, in its sole discretion, may deem appropriate in any and all matters relating to any Joint Return. All determinations Without limiting the foregoing, Aptevo and the members of the Accounting Firm relating Aptevo Group shall file any and all consents, elections or other documents and take any other actions necessary or appropriate to the disputed items, absent fraud, shall be final and binding on the Partiesfile any Joint Return. (e) SpinCo Absent a change of Law or an applicable Final Determination otherwise, EBSI and Aptevo shall provide to HII prepare all information related to members Tax Returns of the SpinCo EBSI Group that is reasonably requested by HII and/or Aptevo Group in accordance with and required to complete any Tax Return which is the responsibility of HII pursuant to Section 3.01(a), in the format reasonably requested by HII, and at least 60 days prior to the due date (including extensions) of the relevant Tax Return. In particular, the SpinCo Group tax department will support HII with respect to data collection and compilation requirements. The dates for submissions to HII required in this section may be modified by mutual agreement of HII and SpinCo. (f) Each Party shall bear its own expenses in connection consistent with the preparation of IRS Ruling and Tax Returns pursuant to this Section 3.01; provided that expenses incurred with respect to Opinion and any Supplemental Ruling or Unqualified Tax Returns under Section 3.01(a)(ii) shall be borne by the Parties as determined by HII in its sole discretionOpinion.

Responsibility for Preparing Tax Returns. (a) HII Vista shall make timely prepare or cause to be timely prepared all determinations Tax Returns (including Spinco Tax Returns but excluding Tax Returns described in Section 3.01(b)) for taxable periods beginning before the Distribution Date. (b) Spinco shall timely prepare or cause to be timely prepared any Spinco Non-Income Tax Returns and Tax Returns of Non-US Spinco Members that are required or permitted to be filed for any taxable period beginning before the Distribution Date; provided that any such Spinco Non-Income Tax Returns and Tax Returns of Non-US Spinco Members shall be prepared on a basis consistent with past practice except as required by applicable Law or to correct any clear error. (c) The Party responsible for preparing any Tax Returns pursuant to this Section 3.01 shall be referred to herein as the “Tax Return Preparer”. If the Tax Return Preparer is not the Filing Party with respect to and have ultimate control over the preparation of all (i) Honeywell Separate Returns for all taxable periods and (ii) Joint Returns. If SpinCo a Tax Return it is responsible for filing any such preparing, the Tax Return described in Section 3.01(a)(ii) under Section 3.02(a), HII Preparer shall, subject to Section 3.01(d), promptly deliver such prepared Tax Return to SpinCo the Filing Party reasonably in advance of the applicable filing deadline. (b) Except as provided in Section 3.01(a), SpinCo shall have ultimate control over the preparation of all SpinCo Separate Returns for all taxable periods. If HII is responsible for filing any such Tax Return under Section 3.02(a), SpinCo shall, subject to Section 3.01(d), promptly deliver such prepared Tax Return to HII reasonably in advance of the applicable filing deadline. (cd) To the extent that any a Tax Return described in Section 3.01(a) or (b) is required to be filed by a Party other than the Tax Return Preparer or directly relates to matters for which another the other Party may is reasonably expected to have an indemnification obligation to the Tax Return Preparer or that may give rise to a refund to which that other such Party would be entitled, is entitled under this Agreement, the Tax Return Preparer shall shall: (i) prepare the relevant portions of the Tax Return on a basis consistent with past practice, except (A) as necessary to reflect the Transactions, (B) as required by applicable Law or to correct any clear error, (BC) as a result of changes or elections made on any Vista Tax Return of a HII Consolidated Group that do not relate primarily to the SpinCo Group a Spinco Entity or (CD) as mutually agreed by the Parties; (ii) notify the other Party of any such portions not prepared on a basis consistent with past practice; (iii) provide the other Party a reasonable opportunity to review the relevant portions of the Tax Return; and (iv) consider in good faith any reasonable comments made by the other Party; and (v) not file any such Tax Return without the consent of the other Party (which consent not to be unreasonably withheld, conditioned or delayed). (de) The Parties shall attempt in good faith to resolve any issues arising out of the review of any such Tax Return as soon as practically possible. If the Parties are unable to resolve their differences, then the Parties shall collectively select an independent accounting firm (the “Accounting Firm”) and shall instruct the Accounting Firm to use its best efforts to prepare the relevant portions of the Tax Return on behalf of the Tax Return Preparer in compliance with this Section 3.01(c) 3.01 as promptly as practically possible. All determinations of the Accounting Firm relating to the disputed items, absent fraud, shall be final and binding on the Parties. (e) SpinCo shall provide to HII all information related to members . The fees and expenses of the SpinCo Group that is reasonably requested by HII and required to complete any Tax Return which is the responsibility of HII pursuant to Section 3.01(a), in the format reasonably requested by HII, and at least 60 days prior to the due date (including extensions) of the relevant Tax Return. In particular, the SpinCo Group tax department will support HII with respect to data collection and compilation requirements. The dates for submissions to HII required in this section may be modified by mutual agreement of HII and SpinCo. (f) Each Party shall bear its own expenses in connection with the preparation of Tax Returns pursuant to this Section 3.01; provided that expenses incurred with respect to Tax Returns under Section 3.01(a)(ii) Accounting Firm shall be borne by the Parties non-prevailing Party (as determined by HII in its sole discretionthe Accounting Firm).

Responsibility for Preparing Tax Returns. (a) HII shall make all determinations with respect to and have ultimate control over the preparation of all (i) Honeywell Separate Returns for all taxable periods and (ii) Joint Returns for all taxable periods with respect to which such Tax Returns are Joint Returns. If SpinCo is responsible for filing any such Tax Return described in Section 3.01(a)(ii) under Section 3.02(a), HII shall, subject to Section 3.01(d), promptly deliver such prepared Tax Return to SpinCo reasonably in advance of the applicable filing deadline. (b) Except as provided in Section 3.01(a), SpinCo shall have ultimate control over the preparation of all Tax Returns for the SpinCo Separate Returns Group for all taxable periods. If HII is responsible for filing any such Tax Return under Section 3.02(a), SpinCo shall, subject to Section 3.01(d), promptly deliver such prepared Tax Return to HII reasonably in advance of the applicable filing deadline. (c) To the extent that any Tax Return described in Section 3.01(a) or (b) is required to be filed by a Party other than the Tax Return Preparer or directly relates to matters for which another Party may have an indemnification obligation to the Tax Return Preparer or that may give rise to a refund to which that other Party would be entitled, under this Agreement, the Tax Return Preparer shall (i) prepare the relevant portions of the Tax Return on a basis consistent with past practice, except (A) as required by applicable Law or to correct any clear error, (B) as a result of changes or elections made on any Tax Return of a HII Consolidated Group that do not relate primarily to the SpinCo Group or (C) as mutually agreed by the Parties; (ii) notify the other Party of any such portions not prepared on a basis consistent with past practice; (iii) provide the other Party a reasonable opportunity to review the relevant portions of the Tax Return; (iv) consider in good faith any reasonable comments made by the other Party; and (v) shall not file any such Tax Return without the consent of the other Party (which consent not to be unreasonably withheld, conditioned or delayed). (d) The Parties shall attempt in good faith to resolve any issues arising out of the review of any such Tax Return as soon as practically possible. If the Parties are unable to resolve their differences, then the Parties shall collectively select an independent accounting firm (the “Accounting Firm”) and shall instruct the Accounting Firm to use its best efforts to prepare the relevant portions of the Tax Return on behalf of the Tax Return Preparer in compliance with Section 3.01(c) as promptly as practically possible. All determinations of the Accounting Firm relating to the disputed items, absent fraud, shall be final and binding on the Parties. (e) SpinCo shall provide to HII all information related to members of the SpinCo Group that is reasonably requested by HII and required to complete any Tax Return which is the responsibility of HII pursuant to Section 3.01(a), in the format reasonably requested by HII, and at least 60 days prior to the due date (including extensions) of the relevant Tax Return. In particular, the SpinCo Group tax department will support HII with respect to data collection and compilation requirements. The dates for submissions to HII required in this section may be modified by mutual agreement of HII and SpinCo. (f) Each Party shall bear its own expenses in connection with the preparation of Tax Returns pursuant to this Section 3.01; provided that expenses incurred with respect to Tax Returns under Section 3.01(a)(ii) shall be borne by the Parties as determined by HII in its sole discretion.

Responsibility for Preparing Tax Returns. (a) Except as described in Section 3.01(b), HII shall make all determinations with respect timely prepare or cause to be timely prepared any Tax Returns of the HII Tax Group and have ultimate control over the preparation of all (i) Honeywell Separate Returns AdvanSix Tax Group that are required or permitted to be filed for all any taxable periods and (ii) Joint Returnsperiod beginning before the Distribution Date. If SpinCo AdvanSix is responsible for filing any such Tax Return described in Section 3.01(a)(ii) under Section 3.02(a), HII shall, subject to Section 3.01(d3.01(c), promptly deliver such prepared Tax Return to SpinCo AdvanSix reasonably in advance of the applicable filing deadline. (b) Except as provided in Section 3.01(aAdvanSix shall timely prepare any Tax Returns of the AdvanSix Tax Group that are required or permitted to be filed for any taxable period beginning before the Distribution Date if such Tax Returns are listed on Schedule 3.01(b), SpinCo shall have ultimate control over the preparation of all SpinCo Separate Returns for all taxable periods. If HII is responsible for filing any such Tax Return under Section 3.02(a), SpinCo AdvanSix shall, subject to Section 3.01(d3.01(c), promptly deliver such prepared Tax Return to HII reasonably in advance of the applicable filing deadline. (c) To Except as otherwise described on Schedule 3.01(c), to the extent that any Tax Return described in Section 3.01(a) or (b) is required to be filed by a Party other than the Tax Return Preparer or directly relates to matters for which another Party may have an indemnification obligation to the Tax Return Preparer or that may give rise to a refund to which that other Party would be entitled, under this Agreement, the Tax Return Preparer shall (i) prepare the relevant portions of the Tax Return on a basis consistent with past practice, except (A) as required by applicable Law or to correct any clear error, (B) as a result of changes or elections made on any Tax Return of a HII Consolidated Group that do not relate primarily to the SpinCo AdvanSix Tax Group or (C) as mutually agreed by the Parties; (ii) notify the other Party of any such portions not prepared on a basis consistent with past practice; (iii) provide the other Party a reasonable opportunity to review the relevant portions of the Tax Return; and (iv) consider in good faith any reasonable comments made by the other Party; and (v) not file any such Tax Return without the consent of the other Party (which consent not to be unreasonably withheld, conditioned or delayed). (d) The Parties shall attempt in good faith to resolve any issues arising out of the review of any such Tax Return as soon as practically possible. If the Parties are unable to resolve their differences, then the Parties shall collectively select an independent accounting firm (the “Accounting Firm”) and shall instruct the Accounting Firm to use its best efforts to prepare the relevant portions of the Tax Return on behalf of the Tax Return Preparer in compliance with Section 3.01(c) as promptly as practically possible. All determinations of the Accounting Firm relating to the disputed items, absent fraud, shall be final and binding on the Parties. (e) SpinCo shall provide to HII all information related to members . The fees and expenses of the SpinCo Group that is reasonably requested by HII and required to complete any Tax Return which is the responsibility of HII pursuant to Section 3.01(a), in the format reasonably requested by HII, and at least 60 days prior to the due date (including extensions) of the relevant Tax Return. In particular, the SpinCo Group tax department will support HII with respect to data collection and compilation requirements. The dates for submissions to HII required in this section may be modified by mutual agreement of HII and SpinCo. (f) Each Party shall bear its own expenses in connection with the preparation of Tax Returns pursuant to this Section 3.01; provided that expenses incurred with respect to Tax Returns under Section 3.01(a)(ii) Accounting Firm shall be borne by the Parties as determined by HII in its sole discretionAdvanSix.

Responsibility for Preparing Tax Returns. (a) HII shall make all determinations with respect to and have ultimate control over the preparation of all (i) Honeywell Separate Returns for all taxable periods and (ii) Joint Returns. If SpinCo is responsible for filing any such Tax Return described in Section 3.01(a)(ii) under Section 3.02(a), HII shall, subject to Section 3.01(d), promptly deliver such prepared Tax Return to SpinCo reasonably in advance of the applicable filing deadline. (b) Except as provided in Section 3.01(a), SpinCo shall have ultimate control over the preparation of all Tax Returns for the SpinCo Separate Returns Group for all taxable periods. If HII is responsible for filing any such Tax Return under Section 3.02(a), SpinCo shall, subject to Section 3.01(d), promptly deliver such prepared Tax Return to HII reasonably in advance of the applicable filing deadline. (c) To the extent that any Tax Return described in Section 3.01(a) or (b) is required to be filed by a Party other than the Tax Return Preparer or directly relates to matters for which another Party may have an indemnification obligation to the Tax Return Preparer or that may give rise to a refund to which that other Party would be entitled, under this Agreement, the Tax Return Preparer shall (i) prepare the relevant portions of the Tax Return on a basis consistent with past practice, except (A) as required by applicable Law or to correct any clear error, (B) as a result of changes or elections made on any Tax Return of a HII Consolidated Group that do not relate primarily to the SpinCo Group or (C) as mutually agreed by the Parties; (ii) notify the other Party of any such portions not prepared on a basis consistent with past practice; (iii) provide the other Party a reasonable opportunity to review the relevant portions of the Tax Return; (iv) consider in good faith any reasonable comments made by the other Party; and (v) not file any such Tax Return without the consent of the other Party (which consent not to be unreasonably withheld, conditioned or delayed). (d) The Parties shall attempt in good faith to resolve any issues arising out of the review of any such Tax Return as soon as practically possible. If the Parties are unable to resolve their differences, then the Parties shall collectively select an independent accounting firm (the “Accounting Firm”) and shall instruct the Accounting Firm to use its best efforts to prepare the relevant portions of the Tax Return on behalf of the Tax Return Preparer in compliance with Section 3.01(c) as promptly as practically possible. All determinations of the Accounting Firm relating to the disputed items, absent fraud, shall be final and binding on the Parties. (e) SpinCo shall provide to HII all information related to members of the SpinCo Group that is reasonably requested by HII and required to complete any Tax Return which is the responsibility of HII pursuant to Section 3.01(a), in the format reasonably requested by HII, and at least 60 days prior to the due date (including extensions) of the relevant Tax Return. In particular, the SpinCo Group tax department will support HII with respect to data collection and compilation requirements. The dates for submissions to HII required in this section may be modified by mutual agreement of HII and SpinCo. (f) Each Party shall bear its own expenses in connection with the preparation of Tax Returns pursuant to this Section 3.01; provided that expenses incurred with respect to Tax Returns under Section 3.01(a)(ii) shall be borne by the Parties as determined by HII in its sole discretion.