Common use of Right to Review Tax Returns Clause in Contracts

Right to Review Tax Returns. To the extent that the positions taken on any Tax Return (i) directly relate to matters for which the Reviewing Party may have 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 materially adversely affect the Tax position of the Reviewing Party, the Preparing Party shall prepare the portions of such Tax Return that relates to the business of the Reviewing Party (the Air Products Retained Business or the Versum 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 fifteen (15) days prior to the due date for such Tax Return, and shall use commercially reasonable efforts to 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. The Parties shall attempt in good faith to resolve any issues arising out of the review of any such portion of a Tax Return.

Right to Review Tax Returns. To the extent that the positions taken on any Tax Return (i) directly relate to matters for which the Reviewing Party may have 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 materially adversely affect the Tax position of the Reviewing Party, the Preparing Party shall prepare the portions of such Tax Return that relates to the business of the Reviewing Party (the Air Products Retained KAR Business or the Versum 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 fifteen ten (1510) days Business Days prior to the due date for such Tax ReturnReturn (taking into account any applicable extensions). The Reviewing Party shall thereafter have five (5) Business Days to review such portion of such Tax Return and provide reasonable comments, and if any, on such portion of such Tax Return to the Preparing Party, provided, however, that the Reviewing Party shall provide any reasonable 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). The Preparing Party shall use commercially reasonable efforts to modify such portion of such Tax Return before filing such Tax Return 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. The Parties Return and, provided, further, that KAR shall attempt in good faith be entitled to resolve any issues arising out of the review of any such portion of a Tax ReturnReturn in its sole discretion.

Right to Review Tax Returns. To the extent that the positions taken on any Tax Return (i) directly relate to matters for which the Reviewing Party may have 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 materially adversely affect the Tax position of the Reviewing Party, the Preparing Party shall prepare the portions of such Tax Return that relates to the business of the Reviewing Party (the Air Products Retained Business or the Versum Business, as the case may be), shall provide a draft of such portion of such Tax Return (or the relevant portion thereof) to the Reviewing Party for its review and comment at least fifteen thirty (1530) days prior to the due date for such Tax ReturnReturn (taking into account any applicable extensions), and shall use commercially reasonable efforts to 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. The Parties shall attempt in good faith to resolve any issues arising out of the review of any such portion of a Tax Return.

Right to Review Tax Returns. To the extent that the positions taken on any Tax Return (i) directly relate to matters for which the Reviewing Party may have 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 materially adversely affect the Tax position of the Reviewing Party, the Preparing Party shall prepare the portions of such Tax Return that relates to the business of the Reviewing Party (the Air Products Retained Business or the Versum Business, as the case may be), shall provide a draft of such portion of such Tax Return (or the relevant portion thereof) to the Reviewing Party for its review and comment at least fifteen [thirty (15) 30)] days prior to the due date for such Tax ReturnReturn (taking into account any applicable extensions), and shall use commercially reasonable efforts to 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. The Parties shall attempt in good faith to resolve any issues arising out of the review of any such portion of a Tax Return.