Common use of Manner of Filing Clause in Contracts

Manner of Filing. All Tax Returns filed after the date hereof relating to taxable periods beginning prior to the close of business on the Distribution Date shall be prepared on a basis which is consistent with the rulings obtained in connection with the Distribution (in the absence of a controlling change in law or circumstances) and otherwise in accordance with past practice and shall be filed on a timely basis (including extensions) by the party responsible for such filing under this Agreement. To the extent that an inconsistent position would result in a Tax Detriment to the other party and in the absence of a controlling change in law or circumstances, all Tax Returns filed after the date hereof relating to taxable periods beginning prior to the Distribution Date shall be prepared on a basis consistent with the elections, accounting methods, conventions, and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar Tax Items have been filed. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the reasonable discretion of the party responsible under this Agreement for such preparation.

Manner of Filing. All Tax Returns filed after the date hereof relating to taxable periods beginning prior to the close of business on the Distribution Date shall be prepared on a basis which is consistent with the rulings obtained in connection with the Distribution (in the absence of a controlling change in law or circumstances) and otherwise in accordance with past practice and shall be filed on a timely basis (including extensions) by the party responsible for such filing under this Agreement. To the extent that an inconsistent position would result in a Tax Detriment to the other party and in the absence of a controlling change in law or circumstances, all Tax Returns filed after the date hereof relating to taxable periods beginning prior to the Distribution Date shall be prepared on a basis consistent with the elections, accounting methods, conventions, and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar Tax Items have been filed. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the reasonable discretion of the party responsible under this Agreement for such preparation. Section 2.2.

Manner of Filing. All Tax Returns filed after the date hereof relating to taxable periods beginning prior to the close of business on the Distribution Date shall be prepared on a basis which is consistent with the rulings obtained consummation of the transactions as set forth in connection with the Distribution Agreement, the Grace Tax Matters Certificate, the Fresenius AG Tax Matters Certificate and the Grace Tax Opinions (in the absence of a controlling change in law or circumstances) and otherwise in accordance with past practice and shall be filed on a timely basis (including extensions) by the party responsible for such filing under this Agreement. To the extent that an inconsistent position would result in a Tax Detriment to the other party and in In the absence of a controlling change in law or circumstances, all Tax Returns filed after the date hereof relating to taxable periods beginning prior to the Distribution Date of this Agreement shall be prepared on a basis consistent with the elections, accounting methods, conventions, and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar Tax Items have been filed, to the extent that a failure to do so would result in a Tax Detriment to the other party hereto or a member of its Group. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the reasonable sole discretion of the party responsible under this Agreement for such preparation. Grace-Conn. will provide Grace with copies of all Tax Returns (or appropriate portions thereof) filed after the Distribution Date to the extent such returns relate to the NMC Group.