Common use of Review of Consolidated Returns Clause in Contracts

Review of Consolidated Returns. With respect to all HoldCo Consolidated Returns and SpinCo Consolidated Returns for the taxable year which includes the Distribution Date, HoldCo or SpinCo, as applicable shall use the closing of the books method under Treasury Regulation Section 1.1502-76, unless otherwise agreed by HoldCo and SpinCo, with respect to the determination of any Tax liability. HoldCo shall provide a draft, prepared in a manner that is consistent with Past Practice, of the portions of any HoldCo Consolidated Return that reflects a Tax liability reasonably expected to be borne by SpinCo (or a member of the SpinCo Group) to SpinCo for its review and comment at least thirty (30) Business Days prior to the Due Date for such HoldCo Consolidated Return; provided, however, that nothing herein shall prevent HoldCo from timely filing any such HoldCo Consolidated Return; provided, further, HoldCo shall not be required to provide such draft if it determines in its sole discretion to waive any liability SpinCo may have in respect of such Tax liability and agrees such Tax shall not be treated as a SpinCo Tax. SpinCo shall provide a draft, prepared in a manner that is consistent with Past Practice, of the portions of any SpinCo Consolidated Return that reflects a Tax liability reasonably expected to be borne by HoldCo (or a member of the HoldCo Group) to HoldCo for its review and comment at least thirty (30) Business Days prior to the Due Date for such SpinCo Consolidated Return, provided, however, that nothing herein shall prevent SpinCo from timely filing any such SpinCo Consolidated Return; provided, further, SpinCo shall not be required to provide such draft if it determines in its sole discretion to waive any liability HoldCo may have in respect of such Tax liability and agrees such Tax shall not be treated as a HoldCo Tax. Any disputes that the Parties are unable to resolve shall be resolved pursuant to Article XI. In the event that any dispute is not resolved prior to the Due Date for the filing of any HoldCo Consolidated Return or SpinCo Consolidated Return, such HoldCo Consolidated Return or SpinCo Consolidated Return, as applicable, shall be timely filed by the relevant Party, and the Parties agree to amend such HoldCo Consolidated Return or SpinCo Consolidated Return, as applicable, as necessary to reflect the resolution of such dispute in a manner consistent with such resolution.

Review of Consolidated Returns. With respect to all HoldCo Moon Consolidated Returns and SpinCo Clover Consolidated Returns for the taxable year which includes the Distribution Date, HoldCo Moon or SpinCoClover, as applicable shall use the closing of the books method under Treasury Regulation Section 1.1502-76, unless otherwise agreed by HoldCo Moon and SpinCoClover, with respect to the determination of any Tax liability. HoldCo Moon shall provide a draft, prepared in a manner that is consistent with Past Practice, of the portions of any HoldCo Moon Consolidated Return that reflects a Tax liability reasonably expected to be borne by SpinCo or Clover (or a member of the SpinCo Grouptheir respective Groups) to SpinCo for its review and comment at least thirty (30) Business Days prior to the Due Date for such HoldCo Moon Consolidated Return; provided, however, that nothing herein shall prevent HoldCo Moon from timely filing any such HoldCo Moon Consolidated Return; provided, further, HoldCo Moon shall not be required to provide such draft if it determines in its sole discretion to waive any liability SpinCo and Clover may have in respect of such Tax liability and agrees such Tax shall not be treated as a SpinCo Tax. SpinCo Clover shall provide a draft, prepared in a manner that is consistent with Past Practice, of the portions of any SpinCo Clover Consolidated Return that reflects a Tax liability reasonably expected to be borne by HoldCo Moon (or a member of the HoldCo Moon Group) to HoldCo Moon for its review and comment at least thirty (30) Business Days prior to the Due Date for such SpinCo Clover Consolidated Return, provided, however, that nothing herein shall prevent SpinCo Clover from timely filing any such SpinCo Clover Consolidated Return; provided, further, SpinCo Clover shall not be required to provide such draft if it determines in its sole discretion to waive any liability HoldCo Moon may have in respect of such Tax liability and agrees such Tax shall not be treated as a HoldCo Moon Tax. Any disputes that the Parties are unable to resolve shall be resolved pursuant to Article XI. In the event that any dispute is not resolved (whether pursuant to good faith negotiations among the Parties prior to the Due Date for the filing of any HoldCo Moon Consolidated Return or SpinCo Clover Consolidated Return, such HoldCo Moon Consolidated Return or SpinCo Clover Consolidated Return, as applicable, shall be timely filed by the relevant Party, and the Parties agree to amend such HoldCo Moon Consolidated Return or SpinCo Clover Consolidated Return, as applicable, as necessary to reflect the resolution of such dispute in a manner consistent with such resolution.