Common use of Tax Return Preparation Responsibility; Payment of Taxes Shown Thereon Clause in Contracts

Tax Return Preparation Responsibility; Payment of Taxes Shown Thereon. (a) Except as provided in Section 3.01(c), Ensign shall prepare and timely file all Tax Returns for Pre-Distribution Periods for Ensign and its Affiliates, including SpinCo and its Affiliates, and all Tax Returns for Straddle Periods for all members of the Ensign Group. In connection with each federal, state, and local Tax Return that is required under this Agreement to be filed by Ensign for Pre-Distribution Periods or Straddle Periods, SpinCo shall timely furnish to Ensign such Tax information and documents as Ensign may reasonably request. (b) To the extent that there are separate state or local Tax Returns attributable to a member of the Ensign Group required to be filed by members of the SpinCo Group with respect to Pre-Distribution Periods, SpinCo and Ensign shall cooperate in good faith to ensure that such returns are correctly filed by the party required to file such Tax Returns under applicable Law. (c) SpinCo and its Affiliates shall prepare and timely file all Tax Returns for Straddle Periods for all members of the SpinCo Group, including any such Tax Return with respect to a Post-Distribution Period. If Ensign or any of its Affiliates is responsible under Section 2.02(a) for a portion of any Tax reported on a Straddle Period Tax Return for any member of the SpinCo Group, SpinCo shall provide Ensign with a copy of such Tax Return at least thirty (30) days prior to its due date. Ensign shall notify SpinCo of any disagreement within 20 days of Ensign’s receipt of such Tax Return. Any dispute shall be resolved pursuant to the procedures provided by this Agreement. (d) Except at the written direction of Ensign or to the extent permitted pursuant to Section 2.06, after the date of the Distribution, SpinCo shall not file (or allow any SpinCo Affiliate to file) any amended Tax Return or refund claim for any Pre-Distribution Periods. (e) Ensign (and its Affiliates) shall be responsible for remitting payment of any Taxes shown on a Tax Return which Ensign (or any of its Affiliates) is responsible for filing. SpinCo (and its Affiliates) shall be responsible for remitting payment of any Taxes shown on a Tax Return which SpinCo (or any of its Affiliates) is responsible for filing. (f) If Ensign (or any of its Affiliates) remits a Tax payment, but SpinCo (or any of its Affiliates) is responsible pursuant to Article II for all or a portion of the Tax shown on the applicable Tax Return, then SpinCo shall timely pay to Ensign that portion of the Tax for which SpinCo (or any of its Affiliates) is responsible. If SpinCo (or any of its Affiliates) remits a Tax payment, but Ensign (or any of its Affiliates) is responsible pursuant to Article II for all or a portion of the Tax shown on the applicable Tax Return, then Ensign shall timely pay to SpinCo that portion of the Tax for which Ensign (or any of its Affiliates) is responsible. Such payments shall be requested and made in accordance with the notice and payment provisions contained in Article VI. Nothing in this Section 3.01 shall affect the allocation of responsibility for Taxes as set forth in Article II.

Tax Return Preparation Responsibility; Payment of Taxes Shown Thereon. (a) Except as provided in Section 3.01(c3.01(b), Ensign Exelon shall prepare and timely file all Tax Returns for Pre-Distribution Periods for Ensign Exelon and its Affiliates, including SpinCo Constellation and its Affiliates, and all Tax Returns for Straddle Periods for all members of the Ensign Exelon Group. In connection with each federal, state, and local Tax Return that is required under this Agreement to be filed by Ensign Exelon for Pre-Distribution Periods or Straddle Periods, SpinCo Constellation shall timely furnish to Ensign Exelon such Tax information and documents as Ensign Exelon may reasonably request. (b) To the extent that there are separate state or local Tax Returns attributable to a member of the Ensign Group required to be filed by members of the SpinCo Group with respect to Pre-Distribution Periods, SpinCo and Ensign shall cooperate in good faith to ensure that such returns are correctly filed by the party required to file such Tax Returns under applicable Law. (c) SpinCo Constellation and its Affiliates shall prepare and timely file all Constellation Separate Tax Returns for Straddle Periods for all members of the SpinCo GroupReturns, including any such Tax Return with respect to a PostPre-Distribution Period. If Ensign or any of its Affiliates is responsible under Section 2.02(a) for a portion of any Tax reported on a Straddle Period Constellation Separate Tax Return for relates in whole or in part to any member of the SpinCo GroupPre-Distribution Period, SpinCo Constellation shall provide Ensign Exelon with a copy of such Tax Return at least thirty sixty (3060) days prior to its due date. Ensign Exelon shall notify SpinCo Constellation of any disagreement within 20 twenty (20) days of EnsignExelon’s receipt of such Tax Return. Any dispute shall be resolved pursuant to the procedures provided by this Agreement. (dc) Except at the written direction of Ensign Exelon or to the extent permitted pursuant to Section 2.062.07, after the date of the Distribution, SpinCo Constellation shall not file (or allow any SpinCo Affiliate of Constellation to file) any amended Tax Return or refund Refund claim for any Pre-Distribution Periods. (ed) Ensign Exelon (and its Affiliates) shall be responsible for remitting payment of any Taxes shown on a Tax Return which Ensign Exelon (or any of its Affiliates) is responsible for filingfiling pursuant to this Agreement. SpinCo Constellation (and its Affiliates) shall be responsible for remitting payment of any Taxes shown on a Tax Return which SpinCo Constellation (or any of its Affiliates) is responsible for filingfiling pursuant to this Agreement. (fe) If Ensign Exelon (or any of its Affiliates) remits a Tax payment, but SpinCo Constellation (or any of its Affiliates) is responsible pursuant to Article II for all or a portion of the Tax shown on the applicable Tax Return, then SpinCo Constellation shall timely pay to Ensign Exelon that portion of the Tax for which SpinCo (or any of its Affiliates) is responsible. If SpinCo (or any of its Affiliates) remits a Tax payment, but Ensign (or any of its Affiliates) is responsible pursuant to Article II for all or a portion of the Tax shown on the applicable Tax Return, then Ensign shall timely pay to SpinCo that portion of the Tax for which Ensign Constellation (or any of its Affiliates) is responsible. Such payments shall be requested and made in accordance with the notice and payment provisions contained in Article VI. Nothing in this Section 3.01 shall affect the allocation of responsibility for Taxes as set forth in Article II.

Tax Return Preparation Responsibility; Payment of Taxes Shown Thereon. (a) Except as provided in Section 3.01(c), Ensign Sara Lee shall prepare and timely file all (i) U.S. federal, state and foreign consolidated, combined, affiliated, unitary or similar Income Tax Returns required to be filed by any member of the Sara Lee Group or the CoffeeCo Group for all Pre-Distribution Periods and Straddle Periods (and including any such combined Returns or informational reporting forms, such as Form 5471) required to be filed for periods that begin prior to the Distribution; (ii) all separate state, local and foreign Income Tax Returns and all Other Tax Returns for all members of the Sara Lee Group for all tax periods; and (iii) all Tax Returns for all members of the Sara Lee Group for all Post–Distribution Tax Periods. (b) CoffeeCo or its Affiliates shall timely prepare, or cause to be prepared, at its sole cost, and forward to Sara Lee for review, comment, and, where applicable, filing, pro forma Tax Returns for all members of the CoffeeCo Group for Pre-Distribution Periods for Ensign in such form and its Affiliatesat such times as Sara Lee may reasonably request, including SpinCo Form 5471 and its Affiliates, and all Tax Returns for Straddle Periods for all members of the Ensign Group. In connection other applicable informational reporting forms with each federal, state, and local Tax Return that is required under this Agreement respect to be filed by Ensign for Pre-Distribution Periods or Straddle Periods, SpinCo shall timely furnish to Ensign such Tax information and documents as Ensign may reasonably request. (bc) To the extent that there are separate state state, local or local foreign Tax Returns attributable to a member of the Ensign Sara Lee Group required to be filed by members of the SpinCo Group CoffeeCo group with respect to Pre-Distribution Periods, SpinCo CoffeeCo and Ensign Sara Lee shall cooperate in good faith to ensure that such returns are correctly filed by the party required to file such Tax Returns under applicable Lawby law. (cd) SpinCo and CoffeeCo or its Affiliates shall prepare and timely file (i) all Other Tax Returns for Straddle Periods for all members of the SpinCo GroupCoffeeCo Group for all tax periods; (ii) all non-U.S. Income Tax Returns for all members of the CoffeeCo Group for all tax periods, including any such and (iii) all Tax Return with respect to a Returns for all members of the CoffeeCo Group for all Post-Distribution Period. If Ensign or any of its Affiliates is responsible under Section 2.02(a) for a portion of any Tax reported on a Straddle Period Tax Return for any member of the SpinCo Group, SpinCo shall provide Ensign with a copy of such Tax Return at least thirty (30) days prior to its due date. Ensign shall notify SpinCo of any disagreement within 20 days of Ensign’s receipt of such Tax Return. Any dispute shall be resolved pursuant to the procedures provided by this AgreementPeriods. (de) Except at Subject to the written direction of Ensign or to the extent permitted pursuant to Section 2.06Sara Lee, after the date of the Distribution, SpinCo CoffeeCo shall not file (or allow any SpinCo CoffeeCo Affiliate to file) any amended Tax Return or refund claim for any Pre-–Distribution PeriodsTax Period. (ef) Ensign (Sara Lee and its Affiliates) Affiliates shall be responsible for the remitting of payment of any Taxes shown on a Tax Return for which Ensign (or any of its Affiliates) it is responsible for filingthe filing thereof. SpinCo (CoffeeCo and its Affiliates) Affiliates shall be responsible for the remitting of payment of any Taxes shown on a Tax Return for which SpinCo (or any of its Affiliates) it is responsible for filingthe filing thereof. (fg) If Ensign (or any of its Affiliates) Sara Lee remits a Tax paymentpayment pursuant to Section 3.01(f), but SpinCo (or any of its Affiliates) CoffeeCo is responsible pursuant to Article II for all or a portion of the Tax shown on the applicable Tax Return, then SpinCo CoffeeCo shall timely pay to Ensign Sara Lee that portion of the Tax for which SpinCo (or any of its Affiliates) CoffeeCo is responsible. If SpinCo (or any of its Affiliates) CoffeeCo remits a Tax paymentpayment pursuant to Section 3.01(f), but Ensign (or any of its Affiliates) Sara Lee is responsible pursuant to Article II for all or a portion of the Tax shown on the applicable Tax Return, then Ensign Sara Lee shall timely pay to SpinCo CoffeeCo that portion of the Tax for which Ensign (or any of its Affiliates) Sara Lee is responsible. Such payments shall be requested and made in accordance with the notice and payment provisions contained in Article VI. Nothing in this Section 3.01 shall affect the allocation of responsibility for Taxes as set forth in Article II.

Tax Return Preparation Responsibility; Payment of Taxes Shown Thereon. (a) Except as provided in Section 3.01(c), Ensign Xxxx Xxx shall prepare and timely file all (i) U.S. federal, state and foreign consolidated, combined, affiliated, unitary or similar Income Tax Returns required to be filed by any member of the Xxxx Xxx Group or the CoffeeCo Group for all Pre-Distribution Periods and Straddle Periods (and including any such combined Returns or informational reporting forms, such as Form 5471) required to be filed for periods that begin prior to the Distribution; (ii) all separate state, local and foreign Income Tax Returns and all Other Tax Returns for all members of the Xxxx Xxx Group for all Tax periods; and (iii) all Tax Returns for all members of the Xxxx Xxx Group for all Post-Distribution Tax Periods. (b) CoffeeCo or its Affiliates shall timely prepare, or cause to be prepared, at its sole cost, and forward to Xxxx Xxx for review, comment, and, where applicable, filing, pro forma Tax Returns for all members of the CoffeeCo Group for Pre-Distribution Periods for Ensign in such form and its Affiliatesat such times as Xxxx Xxx may reasonably request, including SpinCo Form 5471 and its Affiliates, and all Tax Returns for Straddle Periods for all members of the Ensign Group. In connection other applicable informational reporting forms with each federal, state, and local Tax Return that is required under this Agreement respect to be filed by Ensign for Pre-Distribution Periods or Straddle Periods, SpinCo shall timely furnish to Ensign such Tax information and documents as Ensign may reasonably request. (bc) To the extent that there are separate state state, local or local foreign Tax Returns attributable to a member of the Ensign Xxxx Xxx Group required to be filed by members of the SpinCo Group CoffeeCo group with respect to Pre-Distribution Periods, SpinCo CoffeeCo and Ensign Xxxx Xxx shall cooperate in good faith to ensure that such returns are correctly filed by the party Party required to file such Tax Returns under applicable Lawby law. (cd) SpinCo and CoffeeCo or its Affiliates shall prepare and timely file (i) all Other Tax Returns for Straddle Periods for all members of the SpinCo GroupCoffeeCo Group for all Tax periods; (ii) all non-U.S. Income Tax Returns for all members of the CoffeeCo Group for all Tax periods, including any such and (iii) all Tax Return with respect to a Returns for all members of the CoffeeCo Group for all Post-Distribution Period. If Ensign or any of its Affiliates is responsible under Section 2.02(a) for a portion of any Tax reported on a Straddle Period Tax Return for any member of the SpinCo Group, SpinCo shall provide Ensign with a copy of such Tax Return at least thirty (30) days prior to its due date. Ensign shall notify SpinCo of any disagreement within 20 days of Ensign’s receipt of such Tax Return. Any dispute shall be resolved pursuant to the procedures provided by this AgreementPeriods. (de) Except at Subject to the written direction of Ensign or to the extent permitted pursuant to Section 2.06Xxxx Xxx, after the date of the Distribution, SpinCo CoffeeCo shall not file (or allow any SpinCo Affiliate of CoffeeCo to file) any amended Tax Return or refund claim for any Pre-Distribution PeriodsTax Period. (ef) Ensign (Xxxx Xxx and its Affiliates) Affiliates shall be responsible for the remitting of payment of any Taxes shown on a Tax Return for which Ensign (or any of its Affiliates) it is responsible for filingthe filing thereof. SpinCo (CoffeeCo and its Affiliates) Affiliates shall be responsible for the remitting of payment of any Taxes shown on a Tax Return for which SpinCo (or any of its Affiliates) it is responsible for filingthe filing thereof. (fg) If Ensign (or any of its Affiliates) Xxxx Xxx remits a Tax paymentpayment pursuant to Section 3.01(f), but SpinCo (or any of its Affiliates) CoffeeCo is responsible pursuant to Article II for all or a portion of the Tax shown on the applicable Tax Return, then SpinCo CoffeeCo shall timely pay to Ensign Xxxx Xxx that portion of the Tax for which SpinCo (or any of its Affiliates) CoffeeCo is responsible. If SpinCo (or any of its Affiliates) CoffeeCo remits a Tax paymentpayment pursuant to Section 3.01(f), but Ensign (or any of its Affiliates) Xxxx Xxx is responsible pursuant to Article II for all or a portion of the Tax shown on the applicable Tax Return, then Ensign Xxxx Xxx shall timely pay to SpinCo CoffeeCo that portion of the Tax for which Ensign (or any of its Affiliates) Xxxx Xxx is responsible. Such payments shall be requested and made in accordance with the notice and payment provisions contained in Article VISections 6.02 and 6.03. Nothing in this Section 3.01 shall affect the allocation of responsibility for Taxes as set forth in Article II.

Tax Return Preparation Responsibility; Payment of Taxes Shown Thereon. (a) Except as provided in Section 3.01(c), Ensign shall prepare and timely file all Tax Returns for Pre-Distribution Periods for Ensign and its Affiliates, including SpinCo PropCo and its Affiliates, and all Tax Returns for Straddle Periods for all members of the Ensign Group. In connection with each federal, state, and local Tax Return that is required under this Agreement to be filed by Ensign for Pre-Distribution Periods or Straddle Periodstaxable periods ending in 201[4], SpinCo PropCo shall timely furnish to Ensign such Tax information and documents as Ensign may reasonably request. (b) To the extent that there are separate state or local Tax Returns attributable to a member of the Ensign Group required to be filed by members of the SpinCo PropCo Group with respect to Pre-Distribution Periods, SpinCo PropCo and Ensign shall cooperate in good faith to ensure that such returns are correctly filed by the party required to file such Tax Returns under applicable Lawlaw. (c) SpinCo PropCo and its Affiliates shall prepare and timely file all Tax Returns for Straddle Periods for all members of the SpinCo PropCo Group, including any such Tax Return with respect to a Post-Distribution Period. If Ensign or any of its Affiliates is responsible under Section 2.02(a) for a portion of any Tax reported on a Straddle Period Tax Return for any member of the SpinCo PropCo Group, SpinCo PropCo shall provide Ensign with a copy of such Tax Return at least thirty (30) days prior to its due date. Ensign shall notify SpinCo PropCo of any disagreement within 20 days of Ensign’s receipt of such Tax Return. Any dispute shall be resolved pursuant to the procedures provided by this Agreement. (d) Except at Subject to the written direction of Ensign or to the extent permitted pursuant to Section 2.06Ensign, after the date of the Distribution, SpinCo PropCo shall not file (or allow any SpinCo PropCo Affiliate to file) any amended Tax Return or refund claim for any Pre-Distribution Periods. (e) Ensign (and its Affiliates) shall be responsible for remitting payment of any Taxes shown on a Tax Return which Ensign (or any of its Affiliates) is responsible for filing. SpinCo PropCo (and its Affiliates) shall be responsible for remitting payment of any Taxes shown on a Tax Return which SpinCo PropCo (or any of its Affiliates) is responsible for filing. (f) If Ensign (or any of its Affiliates) remits a Tax payment, but SpinCo (or any of its Affiliates) PropCo is responsible pursuant to Article II for all or a portion of the Tax shown on the applicable Tax Return, then SpinCo PropCo shall timely pay to Ensign that portion of the Tax for which SpinCo (or any of its Affiliates) PropCo is responsible. If SpinCo (or any of its Affiliates) PropCo remits a Tax payment, but Ensign (or any of its Affiliates) is responsible pursuant to Article II for all or a portion of the Tax shown on the applicable Tax Return, then Ensign shall timely pay to SpinCo PropCo that portion of the Tax for which Ensign (or any of its Affiliates) is responsible. Such payments shall be requested and made in accordance with the notice and payment provisions contained in Article VI. Nothing in this Section 3.01 shall affect the allocation of responsibility for Taxes as set forth in Article II.

Tax Return Preparation Responsibility; Payment of Taxes Shown Thereon. (a) Except as provided in Section 3.01(c3.1(c), Ensign HEI shall prepare and timely file all Tax Returns for Pre-Distribution Periods for Ensign HEI and its AffiliatesSubsidiaries, including SpinCo ASB Hawaii and its AffiliatesSubsidiaries, and all Tax Returns for Straddle Periods for all members of the Ensign Utility Group. In connection If ASB Hawaii is responsible under Section 2.2(a) for a portion of any Tax reported on any such Tax Return, HEI shall provide ASB Hawaii with each federal, state, and local a copy of such Tax Return that is required under this Agreement at least thirty (30) days prior to be filed by Ensign for Pre-Distribution Periods or Straddle Periods, SpinCo its due date (giving effect to valid extensions). ASB Hawaii shall timely furnish to Ensign notify HEI of any disagreement within twenty (20) days of ASB Hawaii’s receipt of such Tax information and documents as Ensign may reasonably requestReturn. Any dispute shall be resolved pursuant to the procedures provided by this Agreement. (b) To the extent that there are separate state or local Tax Returns attributable to a member of the Ensign Utility Group required to be filed by members of the SpinCo Bank Group with respect to Pre-Distribution Periods, SpinCo ASB Hawaii and Ensign HEI shall cooperate in good faith to ensure that such returns are correctly filed by the party required to file such Tax Returns under applicable Lawlaw. (c) SpinCo ASB Hawaii and its Affiliates Subsidiaries shall prepare and timely file all Tax Returns for Straddle Periods for all members of the SpinCo Bank Group, including any such and all separate state or local Tax Return with respect to a PostReturns for Pre-Distribution PeriodPeriods solely attributable to members of the Bank Group. If Ensign or any of its Affiliates HEI is responsible under Section 2.02(a2.2(a) for a portion of any Tax reported on a Straddle Period Tax Return for any member of the SpinCo Bank Group, SpinCo ASB Hawaii shall provide Ensign HEI with a copy of such Tax Return at least thirty (30) days prior to its due datedate (giving effect to valid extensions). Ensign HEI shall notify SpinCo ASB Hawaii of any disagreement within 20 twenty (20) days of EnsignHEI’s receipt of such Tax Return. Any dispute shall be resolved pursuant to the procedures provided by this Agreement. (d) Except at In connection with the written direction preparation and filing of Ensign each federal, state, and local Tax Return that is required under this Agreement to be filed with respect to a Pre-Distribution Period or a Straddle Period, the non-filing Party shall cooperate fully with the filing Party. Such cooperation shall include the retention and the provision of any Tax information and documents as the filing Party may reasonably request and making of employees reasonably available on a mutually convenient basis to the extent permitted pursuant to Section 2.06, after the date provide additional information and explanation of the Distribution, SpinCo any information and documents provided hereunder. (e) Neither HEI nor ASB Hawaii shall not file (or allow any SpinCo Affiliate of its respective Affiliates to file) any amended Tax Return that includes members of the Bank Group and the Utility Group or refund Refund claim in respect of such a Tax Return for any Pre-Distribution PeriodsPeriods without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed. (ef) Ensign HEI (and its AffiliatesSubsidiaries, as determined after the Distribution) shall be responsible for remitting payment of any Taxes shown on a Tax Return which Ensign HEI (or any of its AffiliatesSubsidiaries, as determined after the Distribution) is responsible for filing. SpinCo ASB Hawaii (and its AffiliatesSubsidiaries) shall be responsible for remitting payment of any Taxes shown on a Tax Return which SpinCo ASB Hawaii (or any of its AffiliatesSubsidiaries) is responsible for filing. (fg) If Ensign (or any of its Affiliates) HEI remits a Tax payment, but SpinCo (or any of its Affiliates) ASB Hawaii is responsible pursuant to Article II for all or a portion of the Tax shown on the applicable Tax Return, then SpinCo ASB Hawaii shall timely pay to Ensign HEI that portion of the Tax for which SpinCo (or any of its Affiliates) ASB Hawaii is responsible. If SpinCo (or any of its Affiliates) ASB Hawaii remits a Tax payment, but Ensign (or any of its Affiliates) HEI is responsible pursuant to Article II for all or a portion of the Tax shown on the applicable Tax Return, then Ensign HEI shall timely pay to SpinCo ASB Hawaii that portion of the Tax for which Ensign (or any of its Affiliates) HEI is responsible. Such payments shall be requested and made in accordance with the notice and payment provisions contained in Article VI. Nothing in this Section 3.01 3.1 shall affect the allocation of responsibility for Taxes as set forth in Article II.

Tax Return Preparation Responsibility; Payment of Taxes Shown Thereon. (a) Except as provided in Section 3.01(c), Ensign Sxxx Xxx shall prepare and timely file all (i) Income Tax Returns for Pre-Distribution Periods for Ensign the Sxxx Xxx Consolidated Group and its Affiliates, including SpinCo and its AffiliatesSxxx Xxx Group, and all Tax Combined Returns for Straddle Periods for in any Combined Jurisdiction, (ii) all members of the Ensign Group. In connection with each other United States federal, state, and local Income Tax Return that is required under this Agreement to be filed by Ensign Returns for Sxxx Xxx and its Affiliates (including HBI and its Affiliates) for Pre-Distribution Periods or Straddle Tax Periods, SpinCo shall timely furnish (iii) Canadian federal, provincial, and local Income Tax Returns for Sxxx Xxx and its Affiliates (including HBI and its Affiliates) for Pre-Distribution Tax Periods, (iv) Puerto Rican local Income Tax Returns for Sxxx Xxx and its Affiliates (including HBI and its Affiliates) for Pre-Distribution Tax Periods, (v) Income Tax Returns for Sxxx Xxx and its Affiliates for Post-Distribution Tax Periods, and (vi) Tax Returns pertaining to Ensign such Tax information and documents as Ensign may reasonably requestOther Taxes for which Sxxx Xxx is responsible pursuant to Section 2.1. (b) To the extent that there are separate state or local HBI shall prepare and file all (i) Income Tax Returns attributable to a member of for the Ensign Group required to be filed by members of the SpinCo Group with respect to HBI Group, (ii) Income Tax Returns for HBI and its Affiliates for Pre-Distribution PeriodsTax Periods for all jurisdictions other than those for which Sxxx Xxx is responsible for preparation and filing under Section 3.1(a), SpinCo and Ensign shall cooperate in good faith to ensure that such returns are correctly filed by the party required to file such (iii) Income Tax Returns under applicable Law. (c) SpinCo for HBI and its Affiliates shall prepare and timely file all Tax Returns for Straddle Periods for all members of the SpinCo Group, including any such Tax Return with respect to a Post-Distribution Period. If Ensign or any of its Affiliates Tax Periods, and (iv) Tax Returns pertaining to Other Taxes for which HBI is responsible under Section 2.02(a) for a portion of any Tax reported on a Straddle Period Tax Return for any member of the SpinCo Group, SpinCo shall provide Ensign with a copy of such Tax Return at least thirty (30) days prior to its due date. Ensign shall notify SpinCo of any disagreement within 20 days of Ensign’s receipt of such Tax Return. Any dispute shall be resolved pursuant to the procedures provided by this Agreement. (d) Except at the written direction of Ensign or to the extent permitted pursuant to Section 2.06, after the date of the Distribution, SpinCo 2.1. HBI shall not file (or allow any SpinCo HBI Affiliate to file) any amended Income Tax Return or refund claim for any Pre-Distribution PeriodsTax Period or for any Straddle Period. (ec) Ensign (HBI shall prepare and file all Income Tax Returns for HBI and its AffiliatesAffiliates for Straddle Periods of such companies; provided, however, that Sxxx Xxx shall prepare and file any Income Tax Returns for HBI and its Affiliates for Straddle Periods of such companies if Sxxx Xxx provides notice to HBI within 45 days after the end of such Straddle Period that Sxxx Xxx is exercising its right to prepare such Tax Return. (d) Sxxx Xxx and its Affiliates shall be responsible for the remitting of payment of any Taxes shown on a Tax Return for which Ensign (or any of its Affiliates) it is responsible for filingthe preparation and filing thereof pursuant to Section 3.1(a), or has assumed the responsibility for the preparation and filing of pursuant to Section 3.1(c). SpinCo (HBI and its Affiliates) Affiliates shall be responsible for remitting the payment of any Taxes shown on a Tax Return for which SpinCo (or any of its Affiliates) it is responsible for filingthe preparation and filing thereof pursuant to Section 3.1(b) or 3.1(c). (fe) If Ensign (or any of its Affiliates) Sxxx Xxx remits a Tax paymentpayment pursuant to Section 3.1(d), but SpinCo (or any of its Affiliates) HBI is responsible pursuant to Article II for all or a portion of the Tax shown on the applicable Tax Return, then SpinCo HBI shall timely pay to Ensign Sxxx Xxx that portion of the Tax shown on such Tax Return for which SpinCo (or any of its Affiliates) HBI is responsibleresponsible pursuant to Article II. If SpinCo (or any of its Affiliates) HBI remits a Tax paymentpayment pursuant to Section 3.1(d), but Ensign (or any of its Affiliates) Sxxx Xxx is responsible pursuant to Article II for all or a portion of the Tax shown on the applicable Tax Return, then Ensign Sxxx Xxx shall timely pay to SpinCo HBI that portion of the Tax shown on such Tax Return for which Ensign (or any of its Affiliates) Sxxx Xxx is responsible. Such payments shall be requested and made in accordance with the notice and payment provisions contained in responsible pursuant to Article VIII. Nothing in this Section 3.01 3.1(e) shall affect the allocation of responsibility for Taxes as set forth in Article II.

Tax Return Preparation Responsibility; Payment of Taxes Shown Thereon. (a) Except as provided in Section 3.01(c), Ensign shall prepare and timely file all Tax Returns for Pre-Distribution Periods for Ensign and its Affiliates, including SpinCo PropCo and its Affiliates, and all Tax Returns for Straddle Periods for all members of the Ensign Group. In connection with each federal, state, and local Tax Return that is required under this Agreement to be filed by Ensign for Pre-Distribution Periods or Straddle Periodstaxable periods ending in 2014, SpinCo PropCo shall timely furnish to Ensign such Tax information and documents as Ensign may reasonably request. (b) To the extent that there are separate state or local Tax Returns attributable to a member of the Ensign Group required to be filed by members of the SpinCo PropCo Group with respect to Pre-Distribution Periods, SpinCo PropCo and Ensign shall cooperate in good faith to ensure that such returns are correctly filed by the party required to file such Tax Returns under applicable Lawlaw. (c) SpinCo PropCo and its Affiliates shall prepare and timely file all Tax Returns for Straddle Periods for all members of the SpinCo PropCo Group, including any such Tax Return with respect to a Post-Distribution Period. If Ensign or any of its Affiliates is responsible under Section 2.02(a) for a portion of any Tax reported on a Straddle Period Tax Return for any member of the SpinCo PropCo Group, SpinCo PropCo shall provide Ensign with a copy of such Tax Return at least thirty (30) days prior to its due date. Ensign shall notify SpinCo PropCo of any disagreement within 20 days of Ensign’s receipt of such Tax Return. Any dispute shall be resolved pursuant to the procedures provided by this Agreement. (d) Except at Subject to the written direction of Ensign or to the extent permitted pursuant to Section 2.06Ensign, after the date of the Distribution, SpinCo PropCo shall not file (or allow any SpinCo PropCo Affiliate to file) any amended Tax Return or refund claim for any Pre-Distribution Periods. (e) Ensign (and its Affiliates) shall be responsible for remitting payment of any Taxes shown on a Tax Return which Ensign (or any of its Affiliates) is responsible for filing. SpinCo PropCo (and its Affiliates) shall be responsible for remitting payment of any Taxes shown on a Tax Return which SpinCo PropCo (or any of its Affiliates) is responsible for filing. (f) If Ensign (or any of its Affiliates) remits a Tax payment, but SpinCo (or any of its Affiliates) PropCo is responsible pursuant to Article II for all or a portion of the Tax shown on the applicable Tax Return, then SpinCo PropCo shall timely pay to Ensign that portion of the Tax for which SpinCo (or any of its Affiliates) PropCo is responsible. If SpinCo (or any of its Affiliates) PropCo remits a Tax payment, but Ensign (or any of its Affiliates) is responsible pursuant to Article II for all or a portion of the Tax shown on the applicable Tax Return, then Ensign shall timely pay to SpinCo PropCo that portion of the Tax for which Ensign (or any of its Affiliates) is responsible. Such payments shall be requested and made in accordance with the notice and payment provisions contained in Article VI. Nothing in this Section 3.01 shall affect the allocation of responsibility for Taxes as set forth in Article II.