Certain Transferred Entity Tax Returns Prepared by Harbor Sample Clauses


Certain Transferred Entity Tax Returns Prepared by Harbor. In the case of any Tax Return described in Section 2.01(b), (i) the portion (if any) of such Tax Return that relates to Spinco Taxes or would reasonably be expected to materially adversely affect the Tax position of any Spinco Entity for any Post-Distribution Period shall (to the extent permitted by law) be prepared in a manner consistent with past practice and (ii) Harbor shall provide a draft of any such Tax Return to Spinco for its review and comment at least 30 days prior to the Due Date for such Tax Return or, in the case of any such Tax Return filed on a monthly basis or property Tax Return, 5 days. In the event that past practice is not applicable to a particular item or matter (including as a result of a change in applicable law or fact), Harbor shall determine the reporting of such item or matter in good faith in consultation with Spinco. The Parties shall negotiate in good faith to resolve all disputed issues. Any disputes that the Parties are unable to resolve shall be resolved by the Accounting Firm pursuant to Section 8.03. In the event that any dispute is not resolved (whether pursuant to good faith negotiations among the Parties or by the Accounting Firm) prior to the Due Date for the filing of any Tax Return, such Tax Return shall be timely filed as prepared by Harbor and such Tax Return shall be amended as necessary to reflect the resolution of such dispute in a manner consistent with such resolution. For the avoidance of doubt, Harbor shall be responsible for any interest, penalties or additions to Tax resulting from the late filing of any Tax Return described in Section 2.01(b) that is filed by Spinco, except to the extent that such late filing is caused by the failure of any Spinco Entity to provide relevant information necessary for the preparation and filing of such Tax Return.