Common use of Right to Review Tax Returns Clause in Contracts

Right to Review Tax Returns. (a) Except with respect to Remainco Consolidated Returns or Merger Partner Consolidated Returns (which shall be governed by Section 2.05(d)) or as otherwise agreed by the Companies, in the case of any Tax Returns provided for by Section 2.02 and which reflects a Tax liability reasonably expected to be borne by a Party, to the extent not previously filed, no later than twenty (20) Business Days prior to the Due Date of each such Tax Return (reduced to ten (10) Business Days for state or local Tax Returns), the Responsible Company shall make available or cause to be made available drafts of such Tax Return (together with all related work papers) to the other Company. The other Company shall have access to any and all data and information necessary for the preparation of all such Tax Returns and the Companies shall cooperate fully in the preparation and review of such Tax Returns. Subject to the preceding sentence, no later than ten (10) Business Days after receipt of such Tax Returns (reduced to five (5) Business Days for state or local Tax Returns), the other Company shall have a right to object to such Tax Return (or items with respect thereto) by notice to the Responsible Company; such notice shall contain such disputed item (or items) and the basis for its objection. (b) If a Company objects by proper notice described in Section 2.05(a), the Companies shall act in good faith to resolve any such dispute as promptly as practicable; provided that, notwithstanding anything to the contrary contained in this Agreement, if the Companies have not resolved the disputed item or items by the date which is two (2) Business Days prior to the Due Date of such Tax Return, such Tax Return shall be filed as prepared pursuant to this Section 2.05 (revised to reflect all initially disputed items that the Companies have agreed upon prior to such date). (c) If a Tax Return is filed that includes any disputed item for which proper notice was given pursuant to Section 2.05(a) that was not finally resolved and agreed upon, such disputed item (or items) shall be resolved in accordance with Article XII. If the resolution of such disputed item (or items) in accordance with Article XII with respect to a Tax Return is inconsistent with such Tax Return as filed, the Responsible Company (with cooperation from the other Company) shall, as promptly as practicable, amend such Tax Return to properly reflect the final resolution of the disputed item (or items). If the amount of Taxes shown to be due and owing on a Tax Return is adjusted as a result of a resolution pursuant to Article XII, proper adjustment shall be made to the amounts previously paid or required to be paid in accordance with Article III in a manner that reflects such resolution. (d) Remainco shall provide a draft, prepared in a manner that is consistent with Past Practice, of only those portions of any Remainco Consolidated Return that reflect a Tax liability reasonably expected to be borne by Merger Partner or any member of the Spinco Group to Merger Partner for its review and comment no later than the date which is thirty (30) Business Days prior to the Due Date for each such Remainco Consolidated Return (reduced to twenty (20) Business Days for state or local Tax Returns); provided that nothing in this Agreement shall

Right to Review Tax Returns. (a) Except with respect to Remainco Consolidated Returns or Merger Partner Consolidated Returns (which shall be governed by Section 2.05(d)) or as otherwise agreed by To the Companies, in extent that the case of positions taken on any Tax Returns provided for by Section 2.02 and which reflects a Tax liability Return would reasonably be expected to be borne by a Party, to materially affect the extent not previously filed, no later than twenty (20) Business Days prior to the Due Date of each such Tax position or Tax Return of the Party other than the Responsible Party pursuant to Section 3.1 or Section 3.2 (reduced to ten (10) Business Days for state or local Tax Returnsthe “Reviewing Party”), the Responsible Company shall Party shall, with respect to such Tax positions, (a) consult with the Reviewing Party with respect to such Tax positions on the portions of such Tax Return that relate to the business of the Reviewing Party (the Cummins Retained Business or the Filtration Business, as the case may be), (b) use reasonable efforts to make available or cause to be made available drafts a draft of the relevant portions of such Tax Return (together with all related work papers) or the relevant portions thereof), workpapers and other supporting documents available to the other Company. The other Company shall have access to any Reviewing Party for its review and all data and information necessary for the preparation of all such Tax Returns and the Companies shall cooperate fully in the preparation and review of such Tax Returns. Subject comment at least thirty (30) days prior to the preceding sentence, no later than ten (10) Business Days after receipt of such Tax Returns (reduced to five (5) Business Days due date for state or local Tax Returns), the other Company shall have a right to object to such Tax Return (or items with respect theretotaking into account extensions), and (c) by notice consider in good faith any reasonable comments (to the extent relating to such Tax positions) that are timely provided by the Reviewing Party on the relevant portion of such Tax Return reasonably in advance of the due date for filing such Tax Return (taking into account extensions). The Responsible Company; such notice shall contain such disputed item (or items) Party and the basis for its objection. (b) If a Company objects by proper notice described in Section 2.05(a), the Companies Reviewing Party shall act attempt in good faith to resolve any such dispute as promptly as practicable; provided that, notwithstanding anything to disagreement arising out of the contrary contained in this Agreement, if the Companies have not resolved the disputed item or items by the date which is two (2) Business Days prior to the Due Date review of such any Tax Return, such Tax Return shall be filed as prepared or portion thereof, pursuant to this Section 2.05 (revised 3.3. For the avoidance of doubt, any dispute among the Parties with respect to reflect all initially disputed items that compliance with the Companies have agreed upon prior to such date). (c) If a Tax Return is filed that includes any disputed item for which proper notice was given pursuant to requirements of this Section 2.05(a) that was not finally resolved and agreed upon, such disputed item (or items) 3.3 shall be resolved in accordance with the dispute resolution provisions of Article XII. If the resolution of such disputed item (or items) in accordance with Article XII with respect to a Tax Return is inconsistent with such Tax Return as filed, the Responsible Company (with cooperation from the other Company) shall, IX as promptly as practicable. Notwithstanding anything herein to the contrary, amend such with respect to any (1) Tax Return to properly reflect the final resolution of the disputed item (or items). If the amount of Taxes shown to be due and owing on a Tax Return is adjusted as a result of a resolution pursuant to Article XII, proper adjustment shall be made to the amounts previously paid or required to be paid filed before the Distribution Date (taking into account valid extensions) with respect to which Cummins is the Responsible Party, and (2) Cummins Federal Consolidated Income Tax Return, Cummins shall, in accordance with Article III each case, consider Filtration’s comments in a manner that reflects good faith but shall not be required to accept such resolutioncomments. (d) Remainco shall provide a draft, prepared in a manner that is consistent with Past Practice, of only those portions of any Remainco Consolidated Return that reflect a Tax liability reasonably expected to be borne by Merger Partner or any member of the Spinco Group to Merger Partner for its review and comment no later than the date which is thirty (30) Business Days prior to the Due Date for each such Remainco Consolidated Return (reduced to twenty (20) Business Days for state or local Tax Returns); provided that nothing in this Agreement shall

Right to Review Tax Returns. (a) Except with respect to Remainco Consolidated Returns or Merger Partner Consolidated Returns (which shall be governed by Section 2.05(d)) or as otherwise agreed by the Companies, in the case of any material Tax Returns provided for by Section 2.02 and which reflects a Tax liability reasonably expected to be borne by a Party3.02, to the extent not previously filed, no later than twenty thirty (2030) Business Days days prior to the Due Date of each such Tax Return (reduced to ten fifteen (1015) Business Days days for state or local Tax Returns), the Responsible Company shall make available or cause to be made available drafts of such Tax Return (together with all related work papers) to the other Company. The other Company shall have access to any and all data and information necessary for the preparation of all such Tax Returns and the Companies shall cooperate fully in the preparation and review of such Tax Returns. Subject to the preceding sentence, no later than ten fifteen (1015) Business Days days after receipt of such Tax Returns (reduced to five ten (510) Business Days days for state or local Tax Returns), the other Company shall have a right to object to such Tax Return (or items with respect thereto) by written notice to the Responsible Company; such written notice shall contain such disputed item (or items) and the basis for its objection. (b) If a Company objects does object by proper written notice described in Section 2.05(a3.05(a), the Companies shall act in good faith to resolve any such dispute as promptly as practicable; provided provided, however, that, notwithstanding anything to the contrary contained in this Agreementherein, if the Companies have not resolved the disputed item or items by the date which is two day five (25) Business Days days prior to the Due Date of such Tax Return, such Tax Return shall be filed as prepared pursuant to this Section 2.05 3.05 (revised to reflect all initially disputed items that the Companies have agreed upon prior to such date). (c) If In the event a Tax Return is filed that includes any disputed item for which proper notice was given pursuant to Section 2.05(a3.05(a) that was not finally resolved and agreed upon, such disputed item (or items) shall be resolved in accordance with Article XIISection 13. If In the event that the resolution of such disputed item (or items) in accordance with Article XII Section 13 with respect to a Tax Return is inconsistent with such Tax Return as filed, the Responsible Company (with cooperation from the other Company) shall, as promptly as practicable, amend such Tax Return to properly reflect the final resolution of the disputed item (or items). If In the event that the amount of Taxes shown to be due and owing on a Tax Return is adjusted as a result of a resolution pursuant to Article XIISection 13, proper adjustment shall be made to the amounts previously paid or required to be paid in accordance with Article III Section 4 in a manner that reflects such resolution. (d) Remainco shall provide a draft, prepared in a manner that is consistent with Past Practice, of only those portions of any Remainco Consolidated Return that reflect a Tax liability reasonably expected to be borne by Merger Partner or any member of the Spinco Group to Merger Partner for its review and comment no later than the date which is thirty (30) Business Days prior to the Due Date for each such Remainco Consolidated Return (reduced to twenty (20) Business Days for state or local Tax Returns); provided that nothing in this Agreement shall

Right to Review Tax Returns. (a) Except with respect to Remainco Consolidated Returns or Merger Partner Consolidated Returns (which shall be governed by Section 2.05(d)) or as otherwise agreed by the Companies, in the case of any material Tax Returns provided for by Section 2.02 and which reflects a Tax liability reasonably expected to be borne by a Party3.02, to the extent not previously filed, no later than twenty thirty (2030) Business Days days prior to the Due Date of each such Tax Return (reduced to ten fifteen (1015) Business Days days for state or local Tax Returns), the Responsible Company shall make available or cause to be made available drafts of such Tax Return (together with all related work papers) to the other Company. The other Company shall have access to any and all data and information necessary for the preparation of all such Tax Returns and the Companies shall cooperate fully in the preparation and review of such Tax Returns. Subject to the preceding sentence, no later than ten fifteen (1015) Business Days days after receipt of such Tax Returns (reduced to five ten (510) Business Days days for state or local Tax Returns), the other Company shall have a right to object to such Tax Return (or items with respect thereto) by written notice to the Responsible Company; such written notice shall contain such disputed item (or items) and the basis for its objection. For purposes of this Section 3.05(a), a Tax Return is “material” with respect to a Company who is not the Responsible Company if it could reasonably be expected to reflect, with respect to such Company, (A) Tax liability equal to or in excess of Ten Million Dollars ($10,000,000), (B) a credit or credits equal to or in excess of Ten Million Dollars ($10,000,000), (C) a loss or losses equal to or in excess of Ten Million Dollars ($10,000,000) or (D) could otherwise be expected to materially adversely affect a Tax position with respect to the Company or its Group. (b) If a Company objects does object by proper written notice described in Section 2.05(a3.05(a), the Companies shall act in good faith to resolve any such dispute as promptly as practicable; provided provided, however, that, notwithstanding anything to the contrary contained in this Agreementherein, if the Companies have not resolved the disputed item or items by the date which is two day five (25) Business Days days prior to the Due Date of such Tax Return, such Tax Return shall be filed as prepared pursuant to this Section 2.05 3.05 (revised to reflect all initially disputed items that the Companies have agreed upon prior to such date). (c) If In the event a Tax Return is filed that includes any disputed item for which proper notice was given pursuant to Section 2.05(a3.05(a) that was not finally resolved and agreed upon, such disputed item (or items) shall be resolved in accordance with Article XIISection 14. If In the event that the resolution of such disputed item (or items) in accordance with Article XII Section 14 with respect to a Tax Return is inconsistent with such Tax Return as filed, the Responsible Company (with cooperation from the other Company) shall, as promptly as practicable, amend such Tax Return to properly reflect the final resolution of the disputed item (or items). If In the event that the amount of Taxes shown to be due and owing on a Tax Return is adjusted as a result of a resolution pursuant to Article XIISection 14, proper adjustment shall be made to the amounts previously paid or required to be paid in accordance with Article III Section 4 in a manner that reflects such resolution. (d) Remainco shall provide a draft, prepared in a manner that is consistent with Past Practice, of only those portions of any Remainco Consolidated Return that reflect a Tax liability reasonably expected to be borne by Merger Partner or any member of the Spinco Group to Merger Partner for its review and comment no later than the date which is thirty (30) Business Days prior to the Due Date for each such Remainco Consolidated Return (reduced to twenty (20) Business Days for state or local Tax Returns); provided that nothing in this Agreement shall

Right to Review Tax Returns. (a) Except with respect to Remainco Consolidated Returns or Merger Partner Consolidated Returns (which shall be governed by Section 2.05(d)) or as otherwise agreed by the Companies, in the case of any material Tax Returns provided for by Section 2.02 and which reflects a Tax liability reasonably expected to be borne by a Party3.02, to the extent not previously filed, no later than twenty thirty (2030) Business Days days prior to the Due Date of each such Tax Return (reduced to ten fifteen (1015) Business Days days for state or local Tax Returns), the Responsible Company shall make available or cause to be made available drafts of such Tax Return (together with all related work papers) to the other Company. The other Company shall have access to any and all data and information necessary for the preparation of all such Tax Returns and the Companies shall cooperate fully in the preparation and review of such Tax Returns. Subject to the preceding sentence, no later than ten fifteen (1015) Business Days days after receipt of such Tax Returns (reduced to five ten (510) Business Days days for state or local Tax Returns), the other Company shall have a right to object to such Tax Return (or items with respect thereto) by written notice to the Responsible Company; such written notice shall contain such disputed item (or items) and the basis for its objection. For purposes of this Section 3.05(a), a Tax Return is “material” with respect to a Company who is not the Responsible Company if it could reasonably be expected to reflect, with respect to such Company, (A) Tax liability equal to or in excess of Ten Million Dollars ($10,000,000), (B) a credit or credits equal to or in excess of Ten Million Dollars ($10,000,000), (C) a loss or losses equal to or in excess of Ten Million Dollars ($10,000,000) or (D) could otherwise be expected to materially adversely affect a Tax position with respect to the Company or its Group. Unless otherwise agreed by the Companies, all Tax Returns set forth on Schedule 4 shall be deemed to be “material” with respect to Seattle. (b) If a Company objects does object by proper written notice described in Section 2.05(a3.05(a), the Companies shall act in good faith to resolve any such dispute as promptly as practicable; provided provided, however, that, notwithstanding anything to the contrary contained in this Agreementherein, if the Companies have not resolved the disputed item or items by the date which is two day five (25) Business Days days prior to the Due Date of such Tax Return, such Tax Return shall be filed as prepared pursuant to this Section 2.05 3.05 (revised to reflect all initially disputed items that the Companies have agreed upon prior to such date). (c) If In the event a Tax Return is filed that includes any disputed item for which proper notice was given pursuant to Section 2.05(a3.05(a) that was not finally resolved and agreed upon, such disputed item (or items) shall be resolved in accordance with Article XIISection 14. If In the event that the resolution of such disputed item (or items) in accordance with Article XII Section 14 with respect to a Tax Return is inconsistent with such Tax Return as filed, the Responsible Company (with cooperation from the other Company) shall, as promptly as practicable, amend such Tax Return to properly reflect the final resolution of the disputed item (or items). If In the event that the amount of Taxes shown to be due and owing on a Tax Return is adjusted as a result of a resolution pursuant to Article XIISection 14, proper adjustment shall be made to the amounts previously paid or required to be paid in accordance with Article III Section 4 in a manner that reflects such resolution. (d) Remainco shall provide a draft, prepared in a manner that is consistent with Past Practice, of only those portions of any Remainco Consolidated Return that reflect a Tax liability reasonably expected to be borne by Merger Partner or any member of the Spinco Group to Merger Partner for its review and comment no later than the date which is thirty (30) Business Days prior to the Due Date for each such Remainco Consolidated Return (reduced to twenty (20) Business Days for state or local Tax Returns); provided that nothing in this Agreement shall

Right to Review Tax Returns. (a) Except with respect to Remainco Consolidated Returns or Merger Partner Consolidated Returns (which shall be governed by Section 2.05(d)) or as otherwise agreed by the Companies, in the case of any material Tax Returns provided for by Section 2.02 and which reflects a Tax liability reasonably expected to be borne by a Party3.02, to the extent not previously filed, no later than twenty thirty (2030) Business Days days prior to the Due Date of each such Tax Return (reduced to ten fifteen (1015) Business Days days for state or local Tax Returns), the Responsible Company shall make available or cause to be made available drafts of such Tax Return (together with all related work papers) to the other Company. The other Company shall have access to any and all data and information necessary for the preparation of all such Tax Returns and the Companies shall cooperate fully in the preparation and review of such Tax Returns. Subject to the preceding sentence, no later than ten fifteen (1015) Business Days days after receipt of such Tax Returns (reduced to five ten (510) Business Days days for state or local Tax Returns), the other Company shall have a right to object to such Tax Return (or items with respect thereto) by written notice to the Responsible Company; such written notice shall contain such disputed item (or items) and the basis for its objection. . For purposes of this Section 3.05(a), a Tax Return is “material” with respect to a Company who is not the Responsible Company if it could reasonably be expected to reflect, with respect to such Company, (A) Tax liability equal to or in excess of Ten Million Dollars ($10,000,000), (B) a credit or credits equal to or in excess of Ten Million Dollars ($10,000,000), (C) a loss or losses equal to or in excess of Ten Million Dollars ($10,000,000) or (D) could otherwise be expected to materially adversely affect a Tax position with respect to the Company or its Group. Unless otherwise agreed by the Companies, all Tax Returns set forth on Schedule 4 shall be deemed to be “material” with respect to Seattle. (b) If a Company objects does object by proper written notice described in Section 2.05(a3.05(a), the Companies shall act in good faith to resolve any such dispute as promptly as practicable; provided provided, however, that, notwithstanding anything to the contrary contained in this Agreementherein, if the Companies have not resolved the disputed item or items by the date which is two day five (25) Business Days days prior to the Due Date of such Tax Return, such Tax Return shall be filed as prepared pursuant to this Section 2.05 3.05 (revised to reflect all initially disputed items that the Companies have agreed upon prior to such date).. 16 (c) If In the event a Tax Return is filed that includes any disputed item for which proper notice was given pursuant to Section 2.05(a3.05(a) that was not finally resolved and agreed upon, such disputed item (or items) shall be resolved in accordance with Article XIISection 14. If In the event that the resolution of such disputed item (or items) in accordance with Article XII Section 14 with respect to a Tax Return is inconsistent with such Tax Return as filed, the Responsible Company (with cooperation from the other Company) shall, as promptly as practicable, amend such Tax Return to properly reflect the final resolution of the disputed item (or items). If In the event that the amount of Taxes shown to be due and owing on a Tax Return is adjusted as a result of a resolution pursuant to Article XIISection 14, proper adjustment shall be made to the amounts previously paid or required to be paid in accordance with Article III Section 4 in a manner that reflects such resolution. (d) Remainco shall provide a draft, prepared in a manner that is consistent with Past Practice, of only those portions of any Remainco Consolidated Return that reflect a Tax liability reasonably expected to be borne by Merger Partner or any member of the Spinco Group to Merger Partner for its review and comment no later than the date which is thirty (30) Business Days prior to the Due Date for each such Remainco Consolidated Return (reduced to twenty (20) Business Days for state or local Tax Returns); provided that nothing in this Agreement shall

Right to Review Tax Returns. (a) Except with respect to Remainco Consolidated Returns or Merger Partner Buyer Consolidated Returns (which shall be governed by Section 2.05(d)) or as otherwise agreed by the Companies, in the case of any Tax Returns provided for by Section 2.02 and which reflects a Tax liability reasonably expected to be borne by a Party, to the extent not previously filed, no later than twenty (20) Business Days prior to the Due Date of each such Tax Return (reduced to ten (10) Business Days for state or local Tax Returns), the Responsible Company shall make available or cause to be made available drafts of such Tax Return (together with all related work papers) to the other Company. The other Company shall have access to any and all data and information necessary for the preparation of all such Tax Returns and the Companies shall cooperate fully in the preparation and review of such Tax Returns. Subject to the preceding sentence, no later than ten (10) Business Days after receipt of such Tax Returns (reduced to five (5) Business Days for state or local Tax Returns), the other Company shall have a right to object to such Tax Return (or items with respect thereto) by notice to the Responsible Company; . Any such notice to the Responsible Company shall contain such the disputed item (or items) and the basis for its the other Company’s objection. (b) If a Company objects by proper notice described in Section 2.05(a), the Companies shall act in good faith to resolve any such dispute as promptly as practicable; provided that, notwithstanding anything to the contrary contained in this Agreement, if the Companies have not resolved the disputed item or items by the date which is two (2) Business Days prior to the Due Date of such Tax Return, such Tax Return shall be filed as prepared pursuant to this Section 2.05 (revised to reflect all initially disputed items that the Companies have agreed upon prior to such date). (c) If a Tax Return is filed that includes any disputed item for which proper notice was given pursuant to Section 2.05(a) that was not finally resolved and agreed upon, such disputed item (or items) shall be resolved in accordance with Article XII. If the resolution of such disputed item (or items) in accordance with Article XII with respect to a Tax Return is inconsistent with such Tax Return as filed, the Responsible Company (with cooperation from the other Company) shall, as promptly as practicable, amend such Tax Return to properly reflect the final resolution of the disputed item (or items). If the amount of Taxes shown to be due and owing on a Tax Return is adjusted as a result of a resolution pursuant to Article XII, proper adjustment shall be made to the amounts previously paid or required to be paid in accordance with Article III in a manner that reflects such resolution. (d) Remainco shall provide a draft, prepared in a manner that is consistent with Past Practice, of only those portions of any Remainco Consolidated Return that reflect a Tax liability reasonably expected to be borne by any member of the Spinco Group, any member of the Merger Partner Group or any member of the Spinco Buyer Group to Merger Partner Buyer for its Buyer’s review and comment no later than the date which is thirty (30) Business Days prior to the Due Date for each such Remainco Consolidated Return (reduced to twenty (20) Business Days for state or local Tax Returns); provided that nothing in this Agreement shallshall prevent Remainco from timely filing any such Remainco Consolidated Return; provided, further, that Remainco shall not be required to provide such draft if it determines in its sole discretion to waive any liability that any member of the Spinco Group, any member of the Merger Partner Group or any member of the Buyer Group may have in respect of such Tax liability and agrees such Tax shall not be treated as a Spinco Tax. If any dispute involving a Remainco Consolidated Return is not resolved prior to the Due Date for the filing of such Remainco Consolidated Return, then such Remainco Consolidated Return shall be timely filed by Rxxxxxxx and Remainco agrees to amend such Remainco Consolidated Return as necessary to reflect the resolution of such dispute in a manner consistent with such resolution. Buyer shall provide, or cause to be provided, a draft, prepared in a manner that is consistent with Past Practice, of only those portions of any Buyer Consolidated Return that reflect a Tax liability reasonably expected to be borne by any member of the Remainco Group for Remainco’s review and comment no later than the date which is thirty (30) Business Days prior to the Due Date for each such Buyer Consolidated Return (reduced to twenty (20) Business Days for state or local Tax Returns); provided that nothing in this Agreement shall prevent Buyer from timely filing any such Buyer Consolidated Return; provided, further, that Buyer shall not be required to provide such draft if it determines in its sole discretion to waive any liability that any member of the Remainco Group may have in respect of such Tax liability and agrees such Tax shall not be treated as a Remainco Tax. If any dispute involving a Buyer Consolidated Return is not resolved prior to the Due Date for the filing of such Buyer Consolidated Return, then such Buyer Consolidated Return shall be timely filed by Bxxxx and Bxxxx agrees to amend such Buyer Consolidated Return as necessary to reflect the resolution of such dispute in a manner consistent with such resolution. Notwithstanding anything to the contrary contained in this Agreement and except as provided in this Section 2.05, Remainco or Buyer, as the case may be, shall not have any rights to review or comment upon any Buyer Consolidated Return or any Remainco Consolidated Return, respectively.

Right to Review Tax Returns. (ai) Except with respect Without prejudice to Remainco Consolidated Returns or Merger Partner Consolidated Returns (which shall be governed by the Seller's rights under Section 2.05(d4(b)(ii)) or as otherwise agreed , if requested by the CompaniesSeller, the Buyer shall make available to the Seller and its representatives for review and comment any Tax Returns and related work papers relating to the members of the Company Group for any Straddle Period. The Buyer shall use its reasonable best efforts to make such Tax Returns and work papers available for review as required under this paragraph sufficiently in advance of the due date for filing such Tax Returns to provide the Seller with a meaningful opportunity to analyze, comment on and dispute such Tax Returns and for such Tax Returns to be modified, as appropriate, before filing. (ii) The Seller shall make available to the Buyer and its representatives for review and comment any Tax Returns described in Section 4(b) and any related work papers. The Seller shall use its reasonable best efforts to make such Tax Returns and work papers available for review as required under this paragraph sufficiently in advance of the due date for filing such Tax Returns to provide the Buyer and its representatives with a meaningful opportunity to analyze, comment on and dispute such Tax Returns and for such Tax Returns to be modified, as appropriate, before filing, provided that (A) in the case of any Tax Returns provided for by Return described in Section 2.02 and which reflects a Tax liability reasonably expected 4(b)(i), the Seller shall not be required to be borne by a Party, to incorporate any of the extent not previously filed, no later than twenty Buyer's comments unless (20I) Business Days prior to the Due Date of each such Tax Return would not satisfy the filing standard set forth in the last sentence of Section 4(b) if such comments were not incorporated (reduced or the Seller has not complied with the provisions of Section 4(d) in preparing such Tax Return) or (II) the Buyer notifies the Seller that the Buyer, its Affiliates and the members of the Company Group have elected to ten forgo the right to any payment pursuant to Section 1(a) that results from the incorporation of such comments and (10B) Business Days for state or local in the case of any portion of Tax ReturnsReturn described in Section 4(b)(ii), the Responsible Company Seller shall make available or cause not be required to be made available drafts incorporate any of the Buyer's comments unless such Tax Return (together with all related work papers) to portion would not satisfy the other Company. The other Company shall have access to any and all data and information necessary for the preparation of all such Tax Returns and the Companies shall cooperate fully filing standard set forth in the preparation and review last sentence of Section 4(b) if such Tax Returns. Subject to the preceding sentence, no later than ten (10) Business Days after receipt of such Tax Returns (reduced to five (5) Business Days for state or local Tax Returns), the other Company shall have a right to object to such Tax Return comments were not incorporated (or items the Seller has not complied with respect theretothe provisions of Section 4(d) by notice to the Responsible Company; such notice shall contain such disputed item (or items) and the basis for its objection. (b) If a Company objects by proper notice described in Section 2.05(a), the Companies shall act in good faith to resolve any such dispute as promptly as practicable; provided that, notwithstanding anything to the contrary contained in this Agreement, if the Companies have not resolved the disputed item or items by the date which is two (2) Business Days prior to the Due Date of preparing such Tax Return). For the avoidance of doubt, such Tax Return the Seller shall be filed as prepared pursuant required to this Section 2.05 (revised to reflect all initially disputed items that the Companies have agreed upon prior to such date). (c) If a Tax Return is filed that includes incorporate any disputed item for which proper notice was given pursuant to Section 2.05(a) that was not finally resolved and agreed upon, such disputed item (or items) shall be resolved in accordance with Article XII. If the resolution of such disputed item (or items) in accordance with Article XII with respect to a Tax Return is inconsistent with such Tax Return as filed, the Responsible Company (with cooperation from the other Company) shall, as promptly as practicable, amend such Tax Return to properly reflect the final resolution comments of the disputed item Buyer referred to in clause (A) or items). If the amount of Taxes shown to be due and owing on a Tax Return is adjusted as a result of a resolution pursuant to Article XII, proper adjustment shall be made to the amounts previously paid or required to be paid in accordance with Article III in a manner that reflects such resolution(B) hereof. (d) Remainco shall provide a draft, prepared in a manner that is consistent with Past Practice, of only those portions of any Remainco Consolidated Return that reflect a Tax liability reasonably expected to be borne by Merger Partner or any member of the Spinco Group to Merger Partner for its review and comment no later than the date which is thirty (30) Business Days prior to the Due Date for each such Remainco Consolidated Return (reduced to twenty (20) Business Days for state or local Tax Returns); provided that nothing in this Agreement shall