Common use of A U Clause in Contracts

A U. S. consolidated federal income tax return and estimated tax returns shall be prepared and filed by Parent for the taxable year ending December 31, 2004 (THE "2004 TAXABLE YEAR"), and for each subsequent taxable period in respect of which the Affiliated Group is required or permitted to file a consolidated federal income tax return. With respect to such tax return preparation, Parent shall act in good faith with regard to any and all Subgroup Members. All Subgroup Members shall cooperate with Parent in the preparation and filing of such tax return and shall provide such assistance and documents, without charge, as may be requested by Parent for that purpose. Parent shall have the right with respect to any consolidated federal income tax returns to determine (a) the manner in which such returns, documents or statements shall be prepared and filed, including, without limitation, the manner in which any item of income, gain, loss, deduction or credit shall be reported, (b) whether any extensions should be requested, and (c) the elections that will be made by any Subgroup Member. In addition, Parent shall have the sole right to (x) contest, compromise, or settle any adjustments or deficiency proposed, asserted or assessed as a result of any audit of any consolidated tax return, (y) file, prosecute, compromise or settle any claim for refund, and (z) determine whether any refunds shall be received by way of refund or credited against tax liabilities. Each Subgroup Member and their respective counsel shall cooperate, to the extent reasonably practicable, in the contest or compromise of, or defense against any such suit, action or proceeding described above. Parent may, and shall cause Subgroup Members to, execute and file such consents, elections, and other documents as Parent determines are required or appropriate for the proper filing of such returns.