Adjustment Requests. Unless the other Party consents to the contrary (which consent will not be unreasonably withheld or delayed), (i) no Adjustment Request with respect to any Tax of any ▇▇▇▇▇▇ Consolidated Group will be filed if it could reasonably give rise to an Indemnity Payment by Cable pursuant to this Agreement and (ii) Cable and its Affiliates will make any available elections to waive the right to carry back any Tax attributes of Cable from any Post-Distribution Period of Cable to any Pre-Distribution Period of Cable and will not make any affirmative election to claim any such carryback. Any Adjustment Request that the Parties consent to make under this Section 3.05 will be prepared by the Responsible Party under Sections 3.01 and 3.02 for the Tax Return to be adjusted. The Party requesting the Adjustment Request will provide to the Responsible Party all information required for the preparation and filing of such Adjustment Request in such form and detail as reasonably requested by the Responsible Party.
Appears in 3 contracts
Sources: Tax Matters Agreement (Cable One, Inc.), Tax Matters Agreement (Graham Holdings Co), Tax Matters Agreement (Cable One, Inc.)