Right to Review Tax Returns. To the extent that the positions taken on any Tax Return would reasonably be expected to materially affect the Tax position of the Party other than the Party that is required to prepare and file any such Tax Return pursuant to Section 3.1 or 3.2 (the “Reviewing Party”), the Party required to prepare and file such Tax Return (the “Preparing Party”) shall prepare the portion of such Tax Return that relates to the business of the Reviewing Party (the Kellanova Business or the WKKC Business, as the case may be), shall provide a draft of such portion of such Tax Return to the Reviewing Party for its review and comment at least thirty (30) days prior to the due date for such Tax Return (taking into account any applicable extensions), and shall modify such portion of such Tax Return before filing to include the Reviewing Party’s reasonable comments.
Appears in 4 contracts
Samples: Tax Matters Agreement (Kellanova), Tax Matters Agreement (WK Kellogg Co), Tax Matters Agreement (WK Kellogg Co)
Right to Review Tax Returns. To the extent that the positions taken on any Tax Return would reasonably be expected to materially adversely affect the Tax position of the a Party (as between Flex and NewCo) other than the Party that is required to prepare and file any such Tax Return pursuant to Section 3.1 or 3.2 (the “Reviewing Party”), the Party required to prepare and file such Tax Return (the “Preparing Responsible Party”) shall prepare the portion portions of such Tax Return that relates to the business of the Reviewing Party (the Kellanova Business or the WKKC Business, as the case may be)Party, shall provide a draft of such portion of such Tax Return to the Reviewing Party for its their review and comment at least thirty (30) 30 days prior to the due date Due Date for such Tax Return (taking into account any applicable extensions)Return, and shall modify such portion of such Tax Return before filing to include the Reviewing Party’s reasonable comments.
Appears in 4 contracts
Samples: Tax Matters Agreement (Nextracker Inc.), Tax Matters Agreement (Flex Ltd.), Tax Matters Agreement (Nextracker Inc.)
Right to Review Tax Returns. To the extent that the positions taken on any Tax Return would reasonably be expected to materially adversely affect the Tax position of the Party other than the Party that is required to prepare and file any such Tax Return pursuant to Section 3.1 or Section 3.2 (the “Reviewing Party”), as determined by Parent in its reasonable discretion, the Party required to prepare and file such Tax Return (the “Preparing Party”) shall prepare the portion portions of such Tax Return that relates to the business of the Reviewing Party (the Kellanova Parent Business or the WKKC SpinCo Business, as the case may be), shall provide a draft of such portion of such Tax Return to the Reviewing Party for its review and comment at least thirty (30) days prior to the due date Due Date for such Tax Return (taking into account any applicable extensions)Return, and shall modify such portion consider in good faith any comments with respect to items that would reasonably be expected to materially adversely affect the Tax position of such Tax Return before filing to include the Reviewing Party’s reasonable comments.
Appears in 3 contracts
Samples: Tax Matters Agreement (Kyndryl Holdings, Inc.), Tax Matters Agreement (Kyndryl Holdings, Inc.), Tax Matters Agreement (Kyndryl Holdings, LLC)
Right to Review Tax Returns. To the extent that the positions taken on any Tax Return would reasonably be expected to materially adversely affect the Tax position of the Party other than the Party that is required to prepare and file any such Tax Return pursuant to Section 3.1 or 3.2 (the “Reviewing Party”), the Party required to prepare and file such Tax Return (the “Preparing Party”) shall prepare the portion portions of such Tax Return that relates to the business of the Reviewing Party (the Kellanova Xxxxxxx Retained Business or the WKKC Fortive Business, as the case may be), shall provide a draft of such portion of such Tax Return to the Reviewing Party for its review and comment at least thirty (30) days prior to the due date Due Date for such Tax Return (taking into account any applicable extensions)Return, and shall modify such portion of such Tax Return before filing to include the Reviewing Party’s reasonable comments, provided, however, that nothing herein shall prevent the Preparing Party from timely filing any such Tax Return.
Appears in 2 contracts
Samples: Tax Matters Agreement, Tax Matters Agreement (Fortive Corp)
Right to Review Tax Returns. To the extent that the positions taken on any Tax Return would reasonably be expected to materially adversely affect the Tax position of the Party other than the Party that is required to prepare and file any such Tax Return pursuant to Section 3.1 or 3.2 (the “Reviewing Party”), the Party required to prepare and file such Tax Return (the “Preparing Party”) shall prepare the portion portions of such Tax Return that relates to the business of the Reviewing Party (the Kellanova Fortive Retained Business or the WKKC Vontier Business, as the case may be), shall provide a draft of such portion of such Tax Return to the Reviewing Party for its review and comment at least thirty (30) days prior to the due date for such Tax Return (taking into account any applicable extensions)Return, and shall modify such portion of such Tax Return before filing to include the Reviewing Party’s reasonable comments.
Appears in 2 contracts
Samples: Tax Matters Agreement (Vontier Corp), Tax Matters Agreement (Vontier Corp)