Common use of Restructuring Taxes Clause in Contracts

Restructuring Taxes. Any Tax Return (or portion thereof) that includes any Tax Item resulting from the Restructuring shall be prepared and filed by the party responsible for preparing and filing such Tax Return (under Section 2 of this Agreement); provided that, notwithstanding any other provision of this Agreement, if XXXX is the party responsible for preparing any such Tax Return (or portion thereof) (each an "XXXX Restructuring Tax Return"), XXXX shall provide to SCL, no later than twenty (20) business days following the Effective Date, a written list of those XXXX IPO Tax Returns that XXXX reasonably believes could result in the imposition of a Tax liability of more than $10,000 for which SCL will be responsible pursuant to this Section 9. Within twenty (20) business days following the receipt of such list, SCL shall provide a written list to XXXX of those XXXX Restructuring Tax Returns that SCL wishes to review. XXXX shall provide any such XXXX Restructuring Tax Returns (or portions thereof) to SCL (no later than forty-five (45) business days (or such shorter period as agreed to by SCL) prior to the due date for the filing of such Tax Return (taking into account applicable extensions)), for SCL's review and approval, which approval, to the extent it relates to any Tax Item resulting from, or arising out of, the Restructuring may be withheld by SCL in its sole discretion and any such Tax Item shall be reported as determined by SCL in its sole discretion (so long as such reporting position is supported by "substantial authority" (within the meaning of Section 1.6662-4(d) of the Treasury Regulations) with respect to United States federal, state and local Tax Returns or has similar appropriate authoritative support with respect to any Tax Return other than United States federal, state and local Tax Returns). In the event that the time periods provided in this Section 9.2(a) would not provide SCL with a reasonable period of time within which to review any such XXXX Restructuring Tax Return prior to the filing of such Tax Return, then the parties shall cooperate in order that SCL may participate in the preparation of such Tax Return and have the rights otherwise provided in this Section 9.2(a).

Restructuring Taxes. Any Tax Return (or portion thereof) that includes any Tax Item resulting from the Restructuring shall be prepared and filed by the party responsible for preparing (or causing to be prepared) and filing such Tax Return (under Section 2 Sections 2.1 and 2.2 of this Agreement); provided that, notwithstanding any other provision of this Agreement, if XXXX Subsidiary is the party responsible for preparing any such Tax Return (or portion thereof) (each an a "XXXX Restructuring Subsidiary IPO Tax Return"), XXXX Subsidiary shall provide to SCLFMC, no later than twenty (20) business days Business Days following the Effective IPO Date, a written list of those XXXX Subsidiary IPO Tax Returns that XXXX Subsidiary reasonably believes could result in the imposition of a Tax liability of more than $10,000 for which SCL FMC will be responsible pursuant to this Section 9. Within twenty (20) business days Business Days following the receipt of such list, SCL FMC shall provide a written list to XXXX Subsidiary of those XXXX Restructuring Subsidiary IPO Tax Returns that SCL FMC wishes to review. XXXX Subsidiary shall provide any such XXXX Restructuring Subsidiary IPO Tax Returns (or portions thereof) to SCL FMC (no later than forty-five (45) business days Business Days (or such shorter period as agreed to by SCLFMC) prior to the due date for the filing of such Tax Return (taking into account applicable extensions)), for SCLFMC's review and approval, which approval, to the extent it relates to any Tax Item resulting from, or arising out of, the Restructuring may be withheld by SCL FMC in its sole discretion and any such Tax Item shall be reported as determined by SCL FMC in its sole discretion (so long as such reporting position is supported by "substantial authority" (within the meaning of Section 1.6662-4(d) of the Treasury Regulations) with respect to United States federal, state and local Tax Returns or has similar appropriate authoritative support with respect to any Tax Return other than United States federal, state and local Tax Returns). In the event that the time periods provided in this Section 9.2(a) would not provide SCL FMC with a reasonable period of time within which to review any such XXXX Restructuring Subsidiary IPO Tax Return prior to the filing of such Tax Return, then the parties shall cooperate in order that SCL FMC may participate in the preparation of such Tax Return and have the rights otherwise provided in this Section 9.2(a).

Restructuring Taxes. Any Tax Return (or portion thereof) that includes any Tax Item resulting from the Restructuring shall be prepared and filed by the party responsible for preparing (or causing to be prepared) and filing such Tax Return (under Section 2 Sections 2.1 and 2.2 of this Agreement); provided that, notwithstanding any other provision of this Agreement, if XXXX Subsidiary is the party responsible for preparing any such Tax Return (or portion thereof) (each an a "XXXX Restructuring Subsidiary IPO Tax Return"), XXXX Subsidiary shall provide to SCLFMC, no later than twenty (20) business days Business Days following the Effective IPO Date, a written list of those XXXX Subsidiary IPO Tax Returns that XXXX Subsidiary reasonably believes could result in the imposition of a Tax liability of more than $10,000 for which SCL FMC will be responsible pursuant to this Section 9. Within twenty (20) business days Business Days following the receipt of such list, SCL FMC shall provide a written list to XXXX Subsidiary of those XXXX Restructuring Subsidiary IPO Tax Returns that SCL FMC wishes to review. XXXX Subsidiary shall provide any such XXXX Restructuring Subsidiary IPO Tax Returns (or portions thereof) to SCL FMC (no later than forty-five (45) business days Business Days (or such shorter period as agreed to by SCLFMC) prior to the due date for the filing of such Tax Return (taking into account applicable extensions)), for SCLFMC's review and approval, which approval, to the extent it relates to any Tax Item resulting from, or arising out of, the Restructuring may be withheld by SCL FMC in its sole discretion and any such Tax Item shall be reported as determined by SCL FMC in its sole discretion (so long as such reporting position is supported by "substantial authority" (within the meaning of Section 1.6662-4(d) of the Treasury Regulations) with respect to United States federal, state and local Tax Returns or has similar appropriate authoritative support with respect to any Tax Return other than United States federal, state and local Tax Returns). In the event that the time periods provided in this Section 9.2(a) would not provide SCL FMC with a reasonable period of time within which to review any such XXXX Restructuring Subsidiary IPO Tax Return prior to the filing of such Tax Return, then the parties shall cooperate in order that SCL FMC may participate in the preparation of such Tax Return and have the rights otherwise provided in this Section 9.2(a).. (b)

Restructuring Taxes. Any Tax Return (or portion thereof) that includes any Tax Item resulting from the Restructuring shall be prepared and filed by the party responsible for preparing and filing such Tax Return (under Section 2 of this Agreement); provided that, notwithstanding any other provision of this Agreement, if XXXX is the party responsible for preparing any such Tax Return (or portion thereof) (each an "XXXX Restructuring Tax Return"), XXXX shall provide to SCL, no later than twenty (20) business days following the Effective Closing Date, a written list of those XXXX IPO Tax Returns that XXXX reasonably believes could result in the imposition of a Tax liability of more than $10,000 for which SCL will be responsible pursuant to this Section 9. Within twenty (20) business days following the receipt of such list, SCL shall provide a written list to XXXX of those XXXX Restructuring Tax Returns that SCL wishes to review. XXXX shall provide any such XXXX Restructuring Tax Returns (or portions thereof) to SCL (no later than forty-five (45) business days (or such shorter period as agreed to by SCL) prior to the due date for the filing of such Tax Return (taking into account applicable extensions)), for SCL's review and approval, which approval, to the extent it relates to any Tax Item resulting from, or arising out of, the Restructuring may be withheld by SCL in its sole discretion and any such Tax Item shall be reported as determined by SCL in its sole discretion (so long as such reporting position is supported by "substantial authority" (within the meaning of Section 1.6662-4(d) of the Treasury Regulations) with respect to United States federal, state and local Tax Returns or has similar appropriate authoritative support with respect to any Tax Return other than United States federal, state and local Tax Returns). In the event that the time periods provided in this Section 9.2(a) would not provide SCL with a reasonable period of time within which to review any such XXXX Restructuring Tax Return prior to the filing of such Tax Return, then the parties shall cooperate in order that SCL may participate in the preparation of such Tax Return and have the rights otherwise provided in this Section 9.2(a).