Common use of Review of Tax Returns Clause in Contracts

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. (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) 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) 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) 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 J&J shall not be required to provide Concentra Kenvue the opportunity to review, and Concentra Kenvue shall have no rights with respect to, (x) any Select J&J Consolidated Return or (y) any Combined Return that is a U.S. state or local income Tax Return.

Review of Tax Returns. (i) Subject Sxxx Xxx, with respect to those Income Tax Returns prepared by Sxxx Xxx described in Sections 3.1(a)(ii), 3.1(a)(iii), and 3.1(a)(iv), HBI, with respect to those Income Tax Returns prepared by HBI described in Section 3.1(b)(ii), and the party responsible for preparing and filing Straddle Period Income Tax Returns pursuant to Section 3.02(c)(ii)3.1(c) (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 HBI Business. The Filing Party responsible under Section 3.01 for preparing (or causing to be prepared) shall provide the Non-Filing Party with a draft of each Income Tax Return shall use good faith efforts with respect to make such Tax Return or relevant portions thereof and related workpapers available for review by the other Party a Straddle Period at least twenty (20) Business Days 15 days prior to the due date (including any available extensions) for filing thereof, if such draft shows Tax Returnfor 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 any the failure by the preparing Party to make available such Tax Return (or relevant portions thereof) at least twenty (20) Business Days resolve all disagreements prior to such due date shall not relieve the other Party’s indemnification obligations under this Agreement, except Filing Party of its obligation to file (or cause to be filed) any such Income Tax Return. If the extent that the other Party shall have been actually and materially prejudiced by such failure. The preparing Party shall consider in good faith draft of 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 does not show Tax for which such other the Non-filing Party may be liable (under applicable Law or is responsible pursuant to this Agreement) or otherwise affects , the preparation of Tax Returns prepared (or caused Non-filing Party shall have the right to be prepared) by such other Party or (ii) adjustments to the amount of Taxes reported comment on any such Tax Return may affect within the determination of Taxes for which such other 7 day period following receipt thereof; provided that the Filing 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 obligated to provide Concentra prepare the opportunity to review, and Concentra shall have no rights Tax Return in accordance with respect to, (x) any Select Consolidated Return or (y) any Combined Return that is a U.S. state or local income Tax Returnsuch comments.

Review of Tax Returns. (i) Subject Xxxx Xxx, with respect to those Income Tax Returns prepared by Xxxx Xxx described in Sections 3.1(a)(ii), 3.1(a)(iii), and 3.1(a)(iv), HBI, with respect to those Income Tax Returns prepared by HBI described in Section 3.1(b)(ii), and the party responsible for preparing and filing Straddle Period Income Tax Returns pursuant to Section 3.02(c)(ii)3.1(c) (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 HBI Business. The Filing Party responsible under Section 3.01 for preparing (or causing to be prepared) shall provide the Non-Filing Party with a draft of each Income Tax Return shall use good faith efforts with respect to make such Tax Return or relevant portions thereof and related workpapers available for review by the other Party a Straddle Period at least twenty (20) Business Days 15 days prior to the due date (including any available extensions) for filing thereof, if such draft shows Tax Returnfor 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 any the failure by the preparing Party to make available such Tax Return (or relevant portions thereof) at least twenty (20) Business Days resolve all disagreements prior to such due date shall not relieve the other Party’s indemnification obligations under this Agreement, except Filing Party of its obligation to file (or cause to be filed) any such Income Tax Return. If the extent that the other Party shall have been actually and materially prejudiced by such failure. The preparing Party shall consider in good faith draft of 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 does not show Tax for which such other the Non-filing Party may be liable (under applicable Law or is responsible pursuant to this Agreement) or otherwise affects , the preparation of Tax Returns prepared (or caused Non-filing Party shall have the right to be prepared) by such other Party or (ii) adjustments to the amount of Taxes reported comment on any such Tax Return may affect within the determination of Taxes for which such other 7 day period following receipt thereof; provided that the Filling 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 obligated to provide Concentra prepare the opportunity to review, and Concentra shall have no rights Tax Return in accordance with respect to, (x) any Select Consolidated Return or (y) any Combined Return that is a U.S. state or local income Tax Returnsuch comments.