Common use of Responsibility of Preparing Tax Returns Clause in Contracts

Responsibility of Preparing Tax Returns. (a) MetLife shall timely prepare any Joint Returns or MetLife Separate Returns, including any Adjustment Request with respect thereto. (b) Brighthouse shall timely prepare any Brighthouse Separate Returns, including any Adjustment Request with respect thereto. (c) To the extent that any Tax Return described in Section 3.01(a) or 3.01(b) includes (1) 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, or (2) matters that would require the other Party to prepare another Tax Return consistent with the treatment included therewith, 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 Joint Return that relate materially to the other Party, (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, and with respect to such portion, provide supporting analysis that the position on such Tax Return is correct; (iii) provide the other Party a reasonable opportunity to review the relevant portions of the Tax Return (and any related workpapers); (iv) consider in good faith any reasonable comments made by the other Party; and (v) use commercially reasonable efforts to incorporate, in the portion of such Tax Return related to the 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 (i). The Parties shall attempt in good faith to resolve any issues arising out of the review of any such Tax Return and any dispute not resolved within 30 business days shall be resolved in accordance with Section 5.05; provided however, (i) nothing in this Section 3.01(c) or Section 5.05 shall prevent Brighthouse or MetLife, respectively, from timely filing a Tax Return (with extensions) and (ii) if a payment is made to a Tax Authority in connection with the filing of a Tax Return during the pendency of a disagreement described in this sentence, the Parties shall make any further payments necessary to reflect the ultimate resolution of such disagreement within five (5) business days of such resolution.

Responsibility of Preparing Tax Returns. (a) MetLife Merck shall timely prepare any Joint Returns or MetLife Merck Separate ReturnsReturns that are required or permitted to be filed for any Tax Period. If Organon is responsible for filing any such Tax Return under Section 3.3(a) Merck shall, including any Adjustment Request with respect theretosubject to Section 3.1(c), promptly deliver such prepared Tax Return to Organon no later than thirty (30) days in advance of the applicable filing deadline. (b) Brighthouse Organon shall timely prepare any Brighthouse Organon Separate ReturnsReturns that are required or permitted to be filed for any Tax Period. If Merck is responsible for filing any such Tax Return under Section 3.3(a), including any Adjustment Request with respect theretoOrganon shall, subject to Section 3.1(c), promptly deliver such prepared Tax Return to Merck no later than thirty (30) days in advance of the applicable filing deadline. (c) To the extent that any Tax Return described in Section 3.01(a3.1(a) or 3.01(b3.1(b) includes (1) directly relates to matters for which another Party may have an indemnification obligation to the Tax Return Preparer or Preparer, that may give rise to a refund Refund to which that other Party would be entitled under this Agreement, or (2) matters that would require the may give rise to a Foreign Tax Redetermination for that other Party to prepare another Tax Return consistent with the treatment included therewithParty, 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 law or to correct any clear error, (B) as a result of changes or elections made on any Joint Return that do not relate materially primarily to the other Party, Organon 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, and with respect to such portion, provide supporting analysis that the position on such Tax Return is correct; (iii) provide the other Party a reasonable opportunity to review the relevant portions of the Tax Return (and any related workpapers)Return; (iv) consider in good faith any reasonable comments made by the other Party; and (v) use commercially reasonable efforts to incorporate, in the portion of such Tax Return related to the other Party’s potential indemnification obligation (or refund Refund entitlement), any reasonable comments made by the other Party relating to the Tax Return Preparer’s compliance with clause (i). The Parties shall attempt in good faith to resolve any issues arising out of the review of any such Tax Return. (d) The Tax treatment of the Transactions reported on any Tax Return shall be consistent with the treatment thereof in the Tax Opinions/Rulings, taking into account the jurisdiction in which such Tax Returns are filed, unless the Tax Return Preparer reasonably determines, upon advice from counsel, that there is no reasonable basis for such Tax treatment. Such treatment reported on any Tax Return for which Organon is the Tax Return Preparer shall be consistent with that on any Tax Return filed or to be filed by Merck or any member of the Merck Group or caused or to be caused to be filed by Merck, unless Organon reasonably determines, upon advice from counsel, that there is no reasonable basis for such Tax treatment. In the event that a Party shall reasonably determine, upon advice from counsel, that there is no reasonable basis for the Tax treatment described in either of the preceding two sentences, such Party shall notify the other Party twenty (20) business days prior to filing the relevant Tax Return and any dispute not resolved within 30 business days shall be resolved in accordance with Section 5.05; provided however, (i) nothing in this Section 3.01(c) or Section 5.05 shall prevent Brighthouse or MetLife, respectively, from timely filing a Tax Return (with extensions) and (ii) if a payment is made to a Tax Authority in connection with the filing of a Tax Return during the pendency of a disagreement described in this sentence, the Parties shall make any further payments necessary attempt in good faith to reflect agree on the ultimate resolution manner in which the relevant portion of such disagreement within five (5) business days of such resolutionthe Transactions shall be reported.

Responsibility of Preparing Tax Returns. (a) MetLife Except as described in Section 3.01(b), Baxter shall timely prepare (i) any Joint Returns or MetLife Separate ReturnsReturns that are required or permitted to be filed for any Tax Period beginning on or before the Distribution Date (including Straddle Periods), including (ii) any Adjustment Request with respect theretoJoint Returns or Baxter Separate Returns that are required or permitted to be filed for any Tax Period beginning after the Distribution Date and (iii) any Tax Returns that are set forth on Schedule 3.01(a). If Baxalta is responsible for filing any such Tax Return under Section 3.03(a), Baxter shall, subject to Section 3.01(c), promptly deliver such prepared Tax Return to Baxalta reasonably in advance of the applicable filing deadline. (b) Brighthouse Baxalta shall timely prepare (i) any Brighthouse Baxalta Separate ReturnsReturns relating to Non-Income Taxes or Property Taxes that are required or permitted to be filed for any Tax Period beginning on or before the Distribution Date (including Straddle Periods), including (ii) any Adjustment Request with respect theretoBaxalta Separate Returns that are required or permitted to be filed for any Tax Period beginning after the Distribution Date and (iii) any Tax Returns that are set forth on Schedule 3.01(b). If Baxter is responsible for filing any such Tax Return under Section 3.03(a), Baxalta shall, subject to Section 3.01(c), promptly deliver such prepared Tax Return to Baxter reasonably in advance of the applicable filing deadline. (c) To the extent that any Tax Return described in Section 3.01(a) or 3.01(b) includes (1) 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, or (2) matters that would require the other Party to prepare another Tax Return consistent with the treatment included therewith, 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 Joint Return that do not relate materially primarily to the other Party, Baxalta 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, and with respect to such portion, provide supporting analysis that the position on such Tax Return is correct; (iii) provide the other Party a reasonable opportunity to review the relevant portions of the Tax Return (and any related workpapers)Return; (iv) consider in good faith any reasonable comments made by the other Party; and (v) use commercially reasonable efforts to incorporate, in the portion of such Tax Return related to the 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 (i). The Parties shall attempt in good faith to resolve any issues arising out of the review of any such Tax Return and any dispute not resolved within 30 business days shall be resolved in accordance with Section 5.05; provided however, (i) nothing in this Section 3.01(c) or Section 5.05 shall prevent Brighthouse or MetLife, respectively, from timely filing a Tax Return (with extensions) and (ii) if a payment is made to a Tax Authority in connection with the filing of a Tax Return during the pendency of a disagreement described in this sentence, the Parties shall make any further payments necessary to reflect the ultimate resolution of such disagreement within five (5) business days of such resolutionReturn.

Responsibility of Preparing Tax Returns. (a) MetLife Baxter shall timely prepare any Joint Returns or MetLife Baxter Separate ReturnsReturns that are required or permitted to be filed for any Tax Period. If Baxalta is responsible for filing any such Tax Return under Section 3.03(a), including any Adjustment Request with respect theretoBaxter shall, subject to Section 3.01(c), promptly deliver such prepared Tax Return to Baxalta reasonably in advance of the applicable filing deadline. (b) Brighthouse Baxalta shall timely prepare any Brighthouse Baxalta Separate ReturnsReturns that are required or permitted to be filed for any Tax Period. If Baxter is responsible for filing any such Tax Return under Section 3.03(a), including any Adjustment Request with respect theretoBaxalta shall, subject to Section 3.01(c), promptly deliver such prepared Tax Return to Baxter reasonably in advance of the applicable filing deadline. (c) To the extent that any Tax Return described in Section 3.01(a) or 3.01(b) includes (1) 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, or (2) matters that would require the other Party to prepare another Tax Return consistent with the treatment included therewith, 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 Joint Return that do not relate materially primarily to the other Party, Baxalta 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, and with respect to such portion, provide supporting analysis that the position on such Tax Return is correct; (iii) provide the other Party a reasonable opportunity to review the relevant portions of the Tax Return (and any related workpapers)Return; (iv) consider in good faith any reasonable comments made by the other Party; and (v) use commercially reasonable efforts to incorporate, in the portion of such Tax Return related to the 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 (i). The Parties shall attempt in good faith to resolve any issues arising out of the review of any such Tax Return and any dispute not resolved within 30 business days shall be resolved in accordance with Section 5.05; provided however, (i) nothing in this Section 3.01(c) or Section 5.05 shall prevent Brighthouse or MetLife, respectively, from timely filing a Tax Return (with extensions) and (ii) if a payment is made to a Tax Authority in connection with the filing of a Tax Return during the pendency of a disagreement described in this sentence, the Parties shall make any further payments necessary to reflect the ultimate resolution of such disagreement within five (5) business days of such resolutionReturn.