Common use of Parent Responsibility Clause in Contracts

Parent Responsibility. (a) Parent has the exclusive obligation and right to prepare and file, or cause to be prepared and filed, (i) Parent Federal Consolidated Income Tax Returns for any Tax Periods ending before, on or after the Distribution Date; (ii) Parent State Combined Income Tax Returns, Parent Foreign Combined Income Tax Returns, and any other Joint Returns that Parent reasonably determines are required to be filed (or that Parent chooses to be filed) by Parent or any member of the Parent Group for Tax Periods ending before, on or after the Distribution Date; (iii) Parent Separate Returns and SpinCo Separate Returns that Parent reasonably determines are required to be filed by the Parties or any of their Affiliates for Tax Periods ending before, on or after the Distribution Date (limited, in the case of SpinCo Separate Returns, to such Tax Returns as are required to be filed (taking into account extensions) on or before the Distribution Date); and (iv) Designated SpinCo Separate Returns. (b) With respect to the Parent Federal Consolidated Income Tax Return for the taxable year that includes the Distribution Date, Parent may determine in its sole discretion whether to make a ratable election under Treasury Regulations Section 1.1502-76(b)(2)(ii) with respect to SpinCo. SpinCo shall, and shall cause each member of the SpinCo Group to, take all actions necessary to give effect to any such election. Except as otherwise provided in Section 3.04, Parent shall prepare any Tax Return that it has the obligation and right to prepare and file, or cause to be prepared and filed, under Section 3.02(a), in accordance with reasonable Tax accounting practices selected by Parent.