Review of Tax Returns. (i) Subject to Section 3.02(c)(ii), the Party responsible under Section 3.01 for preparing (or causing to be prepared) a Tax Return shall use good faith efforts to make such Tax Return or relevant portions thereof and related workpapers available for review by the other Party at least twenty (20) Business Days prior to the due date (including any available extensions) for filing such Tax Return; provided, that any failure by the preparing Party to make available such Tax Return (or relevant portions thereof) at least twenty (20) Business Days prior to such due date shall not relieve the other Party’s indemnification obligations under this Agreement, except to the extent that the other Party shall have been actually and materially prejudiced by such failure. The preparing Party shall consider in good faith any reasonable comments made by such other Party at least ten (10) Business Days prior to the due date (including any available extensions), in each case to the extent (i) such Tax Return relates to Taxes for which such other Party may be liable (under applicable Law or pursuant to this Agreement) or otherwise affects the preparation of Tax Returns prepared (or caused to be prepared) by such other Party or (ii) adjustments to the amount of Taxes reported on such Tax Return may affect the determination of Taxes for which such other Party may be liable (under applicable Law or pursuant to this Agreement). The Parties shall attempt in good faith to resolve any issues arising out of the review of such Tax Returns.
(ii) Notwithstanding anything in this Agreement to the contrary, Select shall not be required to provide Concentra the opportunity to review, and Concentra shall have no rights with respect to, (x) any Select Consolidated Return or (y) any Combined Return that is a U.S. state or local income Tax Return.
Review of Tax Returns. (a) At least sixty (60) days prior to the due date for filing any Pinnacle Return, OpCo shall provide a draft of such Pinnacle Return to GLPI for its review and comment, to the extent (i) such Pinnacle Return relates to Taxes for which GLPI would reasonably be expected to be liable under this Agreement, or (ii) GLPI reasonably determines that it must inspect such Tax Return to confirm compliance with the terms of this Agreement. OpCo shall consider in good faith any comments made by GLPI with respect to such Tax Return. The Parties shall negotiate in good faith to resolve all disputed issues. Any disputes that the Parties are unable to resolve shall be resolved by a nationally recognized independent public accounting firm (the “Accounting Firm”). The Parties shall require the Accounting Firm to resolve all disputes no later than thirty (30) days after the submission of such dispute to the Accounting Firm, but in no event later than the due date for filing the applicable Pinnacle Return and agree that all decisions by the Accounting Firm with respect thereto shall be final and conclusive and binding on the Parties. OpCo and GLPI shall equally share all fees and any other charges of the Accounting Firm.
(b) At least sixty (60) days prior to the due date for filing any GLPI Return, GLPI shall provide a draft of such GLPI Return to OpCo for its review and comment, to the extent
(i) such GLPI Return relates to Taxes for which OpCo would reasonably be expected to be liable under this Agreement, or (ii) OpCo reasonably determines that it must inspect such Tax Return to confirm compliance with the terms of this Agreement. GLPI shall consider in good faith any comments made by OpCo with respect to such Tax Return. The Parties shall negotiate in good faith to resolve all disputed issues. Any disputes that the Parties are unable to resolve shall be resolved by the Accounting Firm. The Parties shall require the Accounting Firm to resolve all disputes no later than thirty (30) days after the submission of such dispute to the Accounting Firm, but in no event later than the due date for filing the applicable GLPI Return and agree that all decisions by the Accounting Firm with respect thereto shall be final and conclusive and binding on the Parties. OpCo and GLPI shall equally share all fees and any other charges of the Accounting Firm.
Review of Tax Returns. With respect to any Tax Return including Taxes subject to indemnification pursuant to Article IV, the Indemnified Party preparing such Tax Return shall, at least 10 days prior to the Due Date applicable to such Tax Return, prepare and deliver to the Indemnifying Party a schedule showing in reasonable detail the Indemnified Party’s good faith calculation of any indemnification payments to be made by the Indemnifying Party. The Indemnifying Party shall have the right to review and approve (such approval shall not be unreasonably withheld) such schedule. The Parties shall attempt in good faith to mutually resolve any disagreements, including by appointing an Accounting Firm pursuant to Section 9.01, regarding such schedule prior to the Due Date for filing the applicable Tax Return; provided, however, that the failure to resolve all disagreements prior to such date shall not relieve the Indemnified Party of its obligation to file (or cause to be filed) such Tax Return.
Review of Tax Returns. The party responsible under Section 2.01 for preparing (or causing to be prepared) a Tax Return shall make such Tax Return or relevant portions thereof and related workpapers available for review by the other party at least 30 days prior to the due date (including any available extensions) for filing such Tax Return and shall consider the reasonable comments made by such other party, in each case to the extent (i) such Tax Return relates to taxes for which such other party may be liable or otherwise affects the preparation of Tax Returns prepared (or caused to be prepared) by such other party (including any Pro Forma Valvoline Return) or (ii) adjustments to the amount of taxes reported on such Tax Return may affect the determination of taxes for which such other party may be liable. The parties shall attempt in good faith to resolve any issues arising out of the review of such Tax Returns.
Review of Tax Returns. Parent, with respect to those Income Tax Returns prepared by Parent described in Sections 3.1(a)(i), and Spinco, with respect to those Income Tax Returns prepared by Spinco described in Sections 3.1(b)(i) (in each case, the “Filing Party”, and such other party the “Non-filing Party”) shall prepare and file such Tax Returns in a manner consistent with past Tax reporting practices with respect to the Spinco Business. The Filing Party shall provide the Non-Filing Party with a draft of each such Income Tax Return at least 15 days prior to the due date for filing thereof. If such draft shows Tax for which the Non-Filing Party is responsible pursuant to this Agreement, the Non-Filing Party shall have the right to review and approve (which approval shall not be unreasonably withheld) each such Income Tax Return within 7 days following its receipt thereof. The Filing Party and Non-Filing Party shall attempt in good faith mutually to resolve any disagreements regarding such Income Tax Returns prior to the due date for filing thereof; provided, that the failure to resolve all disagreements prior to such date shall not relieve the Filing Party of its obligation to file (or cause to be filed) any such Income Tax Return.
Review of Tax Returns. No later than thirty (30) days prior to the date on which any Tribune Return or Tribune Publishing Return is required to be filed (taking into account any valid extensions), if the party that is not responsible for preparing such Tax Return under Section 2.01 (the “Non-Preparer Party”) is responsible for any portion of the Taxes reported on such Tax Return, the party responsible for preparing such Tax Return under Section 2.01 shall (a) submit or cause to be submitted to the Non-Preparer Party such Tax Return for review and comment and (b) shall consider in good faith any changes to such Tax Return reasonably requested by the Non-Preparer Party, to the extent that such changes relate to items for which the Non-Preparer Party has responsibility hereunder. The provisions of this Section 2.02 shall also apply to the U.S. federal income tax return of Publishing Holdco for its taxable year 2014, regardless of whether the Non-Preparer Party is responsible for any portion of the Taxes reported on such Tax Return.
Review of Tax Returns. The Company shall (i) prepare or cause to be prepared IRS Forms 1065 and such other forms, tax returns or other documents (including Schedule K-1 and any comparable state and local tax forms) as shall be necessary to enable each Member to prepare its income tax returns and (ii) provide (A) such IRS Forms 1065 and Schedules K-1 to each Member as soon as reasonably practicable, but in no event later than July 15 following the end of the Company’s Fiscal Year and (B) such comparable state and local tax forms to each Member as soon as reasonably practicable, but in no event later than August 15 following the end of the Company’s Fiscal Year (or, in the case of each of subclauses (A) and (B), such other date as the Parents may reasonably agree). The Tax Matters Member shall use commercially reasonable efforts to circulate to each Member for its review a draft of any federal, state or local income tax return, described above in this Section 6.7(f), of any of the Company Entities no later than 30 days prior to the due date for the filing of such return. If any Member shall object to any item on any such tax return then the Tax Matters Member shall consider any such reasonable objection in good faith.
Review of Tax Returns. At least thirty (30) days prior to the filing of any Federal Income Tax Return (including amendments thereto) that includes a Hi/fn Member, and at least fifteen (15) days prior to the filing of any Tax Return other than any Federal Income Tax Return (including amendments thereto) that includes a Hi/fn Member, the Company shall provide Hi/fn with the portion of such Tax Return related to the Hi/fn Member. In the case of each Tax Return subject to the conformity requirements of Section 2(e) and filed pursuant to Section 2(a)(ii), Hi/fn shall provide the Company with copies of any such Tax Return at least thirty (30) days prior to the filing thereof (including amendments thereto). Hi/fn and its Representatives (or the Company and its Representatives, as the case may be) shall have the right to review all related work papers prior to the filing of any such Tax Return. The Company (or Hi/fn, as the case may be) shall consult with Hi/fn (or the Company) regarding its comments with respect to such Tax Returns and shall in good faith (A) consult with Hi/fn (or the Company) in an effort to resolve any differences with respect to the preparation and accuracy of such Tax Returns and their consistency with past Tax Practices and (B) consider Hi/fn's (or the Company's) recommendations for alternative positions with respect to items reflected on such Tax Returns; provided, however, that the Company (or Hi/fn) shall not be required to consider any such recommendation if the result thereof would adversely affect the Taxes of the Stac Post-Spin-off Group or any Stac Post-Spin-off Member (or the Hi/fn Group or any Hi/fn Member) for any Post-Closing Taxable Period and may condition the acceptance of any such recommendation upon the receipt of appropriate indemnification from Hi/fn (the Company) for any increases in Taxes that may result from the adoption of the relevant alternative position.
Review of Tax Returns. (1) The Filing Party shall provide the Non-Filing Party a draft copy of any Tax Return that the Filing Party has prepared, together with all related Tax and accounting work papers, not later than thirty (30) days before the due date, including extensions, for filing such Tax Return with the applicable Tax Authority; provided, however, that the Filing Party may redact -------- ------- portions of any such Tax Return or related work papers to the extent that the information set forth therein does not reasonably relate to the Non-Filing Party. To the extent that the Filing Party makes any such redactions, the Filing Party will provide an index of such redactions to the Non-Filing Party.
(2) The Filing Party shall accept any request by the Non-Filing Party, that is made not later than one hundred five (105) days before the due date, including extensions, for filing the applicable Tax Return, to incorporate any election, method of accounting or other position, convention or principle of taxation on such Tax Return to the extent that it relates to a Tax Item with respect to the Non-Filing Party or any affiliate thereof, or the activities or business of either, provided that, if reasonably requested by the Filing Party, -------- the Non-Filing Party produces a written opinion of nationally recognized tax counsel that there is substantial authority (within the meaning of Section 6662 of the Code) in support of such election, method of accounting or other position, convention or principle of taxation.
(3) Hewlett-Packard shall make its employees reasonably available, to the extent consistent with Hewlett-Packard's process for preparing a Consolidated Return or a Combined Return, at mutually convenient times during normal business hours to discuss information pertinent to Agilent or any Agilent Affiliate contained in such Consolidated Return or Combined Return prior to the date on which Hewlett-Packard intends to file such Consolidated Return or Combined Return.
Review of Tax Returns. No later than thirty (30) days prior to the date on which any Verizon Return or Spinco Return is required to be filed (taking into account any valid extensions), if the party that is not responsible for preparing such Tax Return under Section 2.01 (the “Non-Preparer Party”) is responsible for any portion of the Taxes reported on such Tax Return, the party responsible for preparing such Tax Return under Section 2.01 shall (a) submit or cause to be submitted to the Non-Preparer Party such Tax Return for review and comment and (b) shall consider in good faithany changes to such Tax Return reasonably requested by the Non-Preparer Party, to the extent that such changes relate to items for which the Non-Preparer Party has responsibility hereunder.
