Common use of Right to Review Tax Returns Clause in Contracts

Right to Review Tax Returns. (a) For so long as Parent is required to consolidate the results of operations and financial position of Centuri in its financial statements or, if the Distribution is effected, during the Restricted Period, Centuri shall provide a draft of any Centuri Stand-Alone Tax Return that is an Income Tax Return and, if requested by Parent, a draft of any other Centuri Stand-Alone Tax Return, to Parent at least thirty (30) days prior to the due date for such Tax Return (taking into account extensions) or as otherwise agreed in writing by Parent, and Centuri shall modify the relevant Tax Return to reflect any reasonable comments of Parent received at least fourteen (14) days prior to the due date for such Tax Return (taking into account extensions) that relate to items that would reasonably be expected to adversely affect the Tax or GAAP position of Parent or any member of the Parent Group. (b) To the extent that the positions taken on any Tax Return would reasonably be expected to materially affect the Tax-Free Status of the Distribution, if effected, or any Tax position of the non-filing Party pursuant to Section 3.1 or 3.2 (the “Reviewing Party”), the Party required to prepare and file such Tax Return (the “Responsible Party”) shall prepare the portion of such Tax Return that relates to the business of the Reviewing Party (either the Parent Business or the Centuri Business, as the case may be) and use reasonable efforts to provide a draft of the relevant portions of such Tax Return to the Reviewing Party at least thirty (30) days prior to the due date for such Tax Return (taking into account extensions); provided, however, that Parent shall not be required to provide any portion of a Joint Return other than information relating solely to Centuri or a Centuri Group member. In such cases where Centuri is the Responsible Party, Centuri shall modify the relevant Tax Return to reflect any reasonable comments received at least fourteen (14) days prior to the due date for such Tax Return (taking into account extensions) that relate to items that would reasonably be expected to adversely affect the Tax position of any member of the Parent Group. In such cases where Parent is the Responsible Party, Parent shall consider in its sole discretion any comments received at least fourteen (14) days prior to the due date for such Tax Return (taking into account extensions) that relate to items that would reasonably be expected to adversely affect the Tax position of any member of the Centuri Group.

Right to Review Tax Returns. The Tax Return Preparer with respect to any Tax Return shall make such Tax Return (aor the relevant portions thereof) For so long and related workpapers available for review by the other Party to the extent (i) such Tax Return relates to Taxes for which the requesting party is or could reasonably be expected to be liable, (ii) the requesting party would reasonably be expected to be liable in whole or in part for any additional Taxes owing as a result of material adjustments to the amount of Taxes reported on such Tax Return, (iii) such Tax Return relates to Taxes for which the requesting party would reasonably be expected to have a claim for material Tax Benefits under this Agreement or (iv) reasonably necessary for the requesting party to confirm compliance with the terms of this Agreement, provided, however, that notwithstanding anything in this Agreement to the contrary, Parent is shall not be required to consolidate make any Parent Federal Consolidated Income Tax Return available for review by any member of the results of operations and financial position of Centuri in its financial statements or, if the Distribution is effected, during the Restricted Period, Centuri SpinCo Group. The Tax Return Preparer shall provide a draft of any Centuri Stand-Alone such Tax Return that is an Income Tax Return and, if requested by Parent, a draft of any to the other Centuri Stand-Alone Tax Return, to Parent Party for its review and comment at least thirty (30) 30 days prior to the due date for filing of such Tax Return (taking into account with extensions) ), or as otherwise agreed in writing by Parent, and Centuri shall modify the relevant case of any such Tax Return to reflect any reasonable comments of Parent received filed on a monthly basis or property Tax Return, at least fourteen (14) days five Business Days prior to the due date for filing of such Tax Return (taking into account with extensions) that relate ). Parent and SpinCo shall attempt in good faith to items that would reasonably be expected to adversely affect the Tax or GAAP position of Parent or resolve any member material disagreement arising out of the Parent Group. (b) To the extent that the positions taken on any Tax Return would reasonably be expected to materially affect the Tax-Free Status of the Distribution, if effected, or any Tax position of the non-filing Party pursuant to Section 3.1 or 3.2 (the “Reviewing Party”), the Party required to prepare and file such Tax Return (the “Responsible Party”) shall prepare the portion review of such Tax Return that relates to and, failing such resolution, any material disagreement shall be resolved in accordance with the business provisions of the Reviewing Party (either the Parent Business or the Centuri BusinessSection 8.4 as promptly as practicable, as the case may be) and use reasonable efforts to provide a draft of the relevant portions of such Tax Return to the Reviewing Party at least thirty (30) days prior to the due date for such Tax Return (taking into account extensions); provided, however, that Parent (x) nothing in this Section 4.1(c) or Section 8.4 shall not be required to provide any portion of prevent SpinCo or Parent, respectively, from timely filing a Joint Return other than information relating solely to Centuri or a Centuri Group member. In such cases where Centuri is the Responsible Party, Centuri shall modify the relevant Tax Return to reflect any reasonable comments received at least fourteen (14) days prior to the due date for such Tax Return (taking into account with extensions) that relate and (y) if a payment is made to items that would reasonably be expected to adversely affect a Tax Authority in connection with the Tax position filing of any member of the Parent Group. In such cases where Parent is the Responsible Party, Parent shall consider in its sole discretion any comments received at least fourteen (14) days prior to the due date for such a Tax Return (taking into account extensions) that relate during the pendency of a disagreement described in this sentence, the Parties shall make any further payments necessary to items that would reasonably be expected to adversely affect reflect the Tax position ultimate resolution of any member such disagreement within ten Business Days of the Centuri Groupsuch resolution.

Right to Review Tax Returns. To the extent that the positions taken on any Tax Return (ai) For so long as Parent is required reasonably relate to consolidate matters for which the results of operations and financial Reviewing Party has an indemnification obligation to the Preparing Party, or that may give rise to a Refund to which the Reviewing Party would be entitled under this Agreement or (ii) would reasonably be expected to adversely affect the Tax position of Centuri in its financial statements orthe Reviewing Party, if the Distribution is effected, during the Restricted Period, Centuri Preparing Party shall provide a draft of any Centuri Stand-Alone the relevant portion of such Tax Return that is an Income Tax Return and, if requested by Parent, a draft of any other Centuri Stand-Alone Tax Return, to Parent the Reviewing Party for its review and comment at least thirty (30) days Business Days prior to the due date for such Tax Return (taking into account any applicable extensions). The Reviewing Party shall thereafter have fifteen (15) or as otherwise agreed in writing by ParentBusiness Days to review such portion of such Tax Return and provide reasonable comments, and Centuri shall modify the relevant if any, on such portion of such Tax Return to reflect the Preparing Party, provided, however, that the Reviewing Party shall provide any reasonable comments of Parent received at least fourteen it may have to the Preparing Party no later than two (142) days Business Days prior to the due date for such Tax Return (taking into account any applicable extensions) that relate to items that would reasonably be expected to adversely affect the Tax or GAAP position of Parent or any member of the Parent Group. (b) To the extent that the positions taken on any Tax Return would reasonably be expected to materially affect the Tax-Free Status of the Distribution, if effected, or any Tax position of the non-filing ). The Preparing Party pursuant to Section 3.1 or 3.2 (the “Reviewing Party”), the Party required to prepare and file shall modify such Tax Return (the “Responsible Party”) shall prepare the portion of such Tax Return that relates to the business of the Reviewing Party (either the Parent Business or the Centuri Business, as the case may be) and use reasonable efforts to provide a draft of the relevant portions of before filing such Tax Return to include the Reviewing Party’s reasonable comments, provided, however, that nothing herein shall prevent the Preparing Party at least thirty from timely filing any such Tax Return. Notwithstanding the foregoing, in the case of an Everest Consolidated Tax Return, the covenants and obligations set forth in this Section 3.3 shall not apply. The Parties shall negotiate in good faith to resolve any disputes relating to the review of a Tax Return pursuant to this Section 3.3. Any disputes that the Parties are unable to resolve shall be resolved by the Tax Expert pursuant to Section 9.1. In the event that any dispute is not resolved (30whether pursuant to good faith negotiations among the Parties or by the Tax Expert) days prior to the due date for such the filing of any Tax Return (taking into account any applicable extensions); provided, however, that Parent shall not be required to provide any portion of a Joint Return other than information relating solely to Centuri or a Centuri Group member. In such cases where Centuri is the Responsible Party, Centuri shall modify the relevant Tax Return to reflect any reasonable comments received at least fourteen (14) days prior to the due date for such Tax Return (taking into account extensions) that relate shall be timely filed by the Preparing Party and the Parties agree to items that would reasonably be expected to adversely affect the Tax position of any member of the Parent Group. In such cases where Parent is the Responsible Party, Parent shall consider in its sole discretion any comments received at least fourteen (14) days prior to the due date for amend such Tax Return (taking into account extensions) that relate as necessary to items that would reasonably be expected to adversely affect reflect the Tax position resolution of any member of the Centuri Groupsuch dispute in a manner consistent with such resolution.

Right to Review Tax Returns. (a) For so long as Parent is required to consolidate the results of operations and financial position of Centuri in its financial statements or, if the Distribution is effected, during the Restricted Period, Centuri shall provide a draft of any Centuri Stand-Alone Tax Return that is an Income Tax Return and, if requested by Parent, a draft of any other Centuri Stand-Alone Tax Return, to Parent at least thirty (30) days prior to the due date for such Tax Return (taking into account extensions) or as otherwise agreed in writing by Parent, and Centuri shall modify the relevant Tax Return to reflect any reasonable comments of Parent received at least fourteen (14) days prior to the due date for such Tax Return (taking into account extensions) that relate to items that would reasonably be expected to adversely affect the Tax or GAAP position of Parent or any member of the Parent Group. (b) To the extent that the positions taken on any Tax Return would reasonably be expected to materially adversely affect the Tax-Free Status of the Distribution, if effected, or any Tax position of the non-filing Party pursuant to Section 3.1 or 3.2 other than the Preparing Party (the “Reviewing Party”), or for which the Reviewing Party has an indemnification obligation pursuant to Section 5.1, the Preparing Party shall prepare the portions of such Tax Return that relate to the business of the Reviewing Party (the Fox Retained Business or the A&S Business, as the case may be) or the Reviewing Party’s indemnification obligation in a manner that is consistent with past practices, accounting methods, elections and conventions (“Past Practices”) unless a contrary position would not have a material adverse impact on the Tax position (or liability under this Agreement) of the Reviewing Party or unless otherwise required by applicable Law. In the case of a Tax Return that is not required to prepare and file be filed more frequently than quarterly, the Preparing Party shall provide a draft of such Tax Return (or to the “Responsible Party”) shall prepare extent practicable the portion of such Tax Return that relates to the business of Taxes for which the Reviewing Party (either has an indemnification obligation pursuant to this Agreement), along with a statement setting forth the Parent Business or the Centuri Business, as the case may be) and use reasonable efforts to provide a draft calculation of the relevant portions of Tax shown as due and payable on such Tax Return for which the Reviewing Party has an indemnification obligation, 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 extensions); and shall modify such portion of such Tax Return before filing to include the Reviewing Party’s reasonable comments, provided, howeverthat nothing herein shall prevent the Preparing Party from timely filing any such Tax Return and nothing herein shall require the Preparing Party to accept any comments to the extent such comments would render the Preparing Party, that Parent shall not be required exercising reasonable discretion in good faith, unable to provide any portion of a Joint Return other than information relating solely to Centuri or a Centuri Group membersign such Tax Return. In the event that Past Practice is not applicable to a particular item or matter, the Preparing Party shall determine the reporting of such cases where Centuri item or matter in good faith. The Parties shall negotiate in good faith to resolve all disputed issues with respect to such Tax Returns. Any disputes that the Parties are unable to resolve shall be resolved by the Accounting Firm pursuant to Section 9.1. In the event that any dispute is not resolved (whether pursuant to good faith negotiations among the Responsible Party, Centuri shall modify Parties or by the relevant Tax Return to reflect any reasonable comments received at least fourteen (14Accounting Firm) days prior to the due date Due Date for the filing of any such Tax Return, then such Tax Return shall be timely filed by the Preparing Party and the Parties agree to amend such Tax Return, as applicable, as necessary to reflect the resolution of such dispute in a manner consistent with such resolution. In the case of a Tax Return that is required to be filed quarterly or more frequently, the Preparing Party shall provide a draft of such Tax Return (taking into account extensions) or to the extent practicable the portion of such Tax Return that relate relates to items that would reasonably be expected Taxes for which the Reviewing Party has an indemnification obligation pursuant to adversely affect this Agreement), along with a statement setting forth the calculation of the Tax position of any member of shown as due and payable on such Tax Return for which the Parent Group. In such cases where Parent is the Responsible PartyReviewing Party has an indemnification obligation, Parent shall consider in its sole discretion any comments received at least fourteen (14) days prior to the due date Reviewing Party for its review such that the Reviewing Party has a reasonable opportunity to provide comments to such Tax Return, and the Parties have the opportunity to discuss such comments and agree to revisions to such Tax Return (taking into account extensions) that relate if any), prior to items that would reasonably be expected to adversely affect the Due Date for such Tax position of any member of the Centuri GroupReturn.

Right to Review Tax Returns. To the extent that the positions taken on any Tax Return (ai) For so long as Parent is required reasonably relate to consolidate matters for which the results of operations and financial Reviewing Party has an indemnification obligation to the Preparing Party or (ii) would reasonably be expected to materially affect the Tax position of Centuri in its financial statements orthe Reviewing Party, if the Distribution is effected, during Preparing Party shall (x) prepare the Restricted Period, Centuri shall portions of such Tax Return that relate to such indemnification obligation or Tax position and (y) provide a draft of any Centuri Stand-Alone such portion of such Tax Return that is an Income Tax Return and, if requested by Parent, a draft of any other Centuri Stand-Alone Tax Return, to Parent the Reviewing Party for its review and comment at least thirty (30) days Business Days prior to the due date for such Tax Return. The Reviewing Party shall thereafter have fifteen (15) Business Days to review such portion of such Tax Return and provide reasonable comments, if any, on such portion of such Tax Return to the Preparing Party, provided, however, that the Reviewing Party shall provide any comments it may have to the Preparing Party no later than two (2) Business Days prior to the due date for such Tax Return (taking into account any applicable extensions) or as otherwise agreed ). The Parties shall negotiate in writing by Parent, and Centuri shall modify good faith to resolve any disputes relating to the relevant review of a Tax Return pursuant to reflect this Section 3.3. Any disputes that the Parties are unable to resolve shall be resolved by the Accounting Firm pursuant to Article IX. In the event that any reasonable comments of Parent received at least fourteen dispute is not resolved (14whether pursuant to good faith negotiations among the Parties or by the Accounting Firm) days prior to the due date for such the filing of any Tax Return (taking into account any applicable extensions) that relate to items that would reasonably be expected to adversely affect the Tax or GAAP position of Parent or any member of the Parent Group. (b) To the extent that the positions taken on any Tax Return would reasonably be expected to materially affect the Tax-Free Status of the Distribution, if effected, or any Tax position of the non-filing Party pursuant to Section 3.1 or 3.2 (the “Reviewing Party”), the Party required to prepare and file such Tax Return (shall be timely filed by the “Responsible Party”) Preparing Party and the Parties shall prepare the portion of amend such Tax Return that relates as necessary to reflect the business resolution of such dispute in a manner consistent with such resolution. Notwithstanding the Reviewing Party (either the Parent Business or the Centuri Businessforegoing, as in the case may be) of a WDC Consolidated Tax Return, the covenants and use reasonable efforts to provide a draft of the relevant portions of such Tax Return to the Reviewing Party at least thirty (30) days prior to the due date for such Tax Return (taking into account extensions); provided, however, that Parent obligations set forth in this Section 3.3 shall not be required to provide any portion of a Joint Return other than information relating solely to Centuri or a Centuri Group member. In such cases where Centuri is the Responsible Party, Centuri shall modify the relevant Tax Return to reflect any reasonable comments received at least fourteen (14) days prior to the due date for such Tax Return (taking into account extensions) that relate to items that would reasonably be expected to adversely affect the Tax position of any member of the Parent Group. In such cases where Parent is the Responsible Party, Parent shall consider in its sole discretion any comments received at least fourteen (14) days prior to the due date for such Tax Return (taking into account extensions) that relate to items that would reasonably be expected to adversely affect the Tax position of any member of the Centuri Groupapply.