Common use of PRE-DISTRIBUTION TAX RETURNS Clause in Contracts

PRE-DISTRIBUTION TAX RETURNS. All consolidated federal income Tax Returns which include a member of the Company Group and the New Xxxxxx Group that are required to be filed for periods beginning before the Distribution Date ("Pre-Distribution Federal Periods") shall be prepared by New Xxxxxx and provided to the Company at least twenty days prior to the due date for such Tax Return. If requested to do so by New Xxxxxx, the Company shall make consent dividend elections or any other elections provided for under the Code and, for a newly organized New Xxxxxx Group member, including, without limitation, New Xxxxxx, to adopt any permissible accounting method with respect to the Company's consolidated federal income Tax Return for the Company's taxable year ending on the Distribution Date; provided, that the Company shall not be required to make any such election if the Company determines in good faith that such election would cause a material Tax Detriment or other material adverse effect to any member of the Company Group. All state and local income and/or franchise Tax Returns or other Tax Returns for state and local Taxes measured by income including, without limitation, the Michigan Single Business Tax, which include a member of the Company Group and/or the New Xxxxxx Group that may be or are required to be filed for periods beginning before the Distribution Date shall be prepared by New Xxxxxx and provided to the Company at least twenty days prior to the due date for such Tax Return. Notwithstanding the foregoing, if the corresponding return for the most recent period for which such a Tax Return was filed was filed by a member of the New Xxxxxx Group, such New Xxxxxx Group member shall file such return. Unless otherwise agreed to by the Company and New Xxxxxx, all foreign Tax Returns and any other Tax Returns not described elsewhere in this Section 2.02 which include a member of the New Xxxxxx Group that are required to be filed for periods beginning before the Distribution Date shall be prepared by New Xxxxxx and provided to the Company at least twenty days prior to the due date for such Tax Return. Such Tax Return shall be filed by the member of the Company Group or the New Xxxxxx Group, as the case may be, who filed the corresponding Tax Return for the most recent period for which such a Tax Return has been filed, or, if no such corresponding Tax Return has been filed, by the appropriate entity in accordance with local law or custom. Except as otherwise provided in this Section 2.02, the Company shall consent to and assume responsibility for the filing of each Tax Return described in this Section 2.02 as prepared by New Xxxxxx, which consent shall not be withheld unless the Company delivers written notice to New Xxxxxx that the Company disagrees with one or more Tax Items (each, a "Disputed Item") in such Tax Return at least ten days prior to the due date for such Tax Return. If, after receiving such notice and prior to such due date for such Tax Return, New Xxxxxx delivers to the Company an opinion of nationally recognized tax counsel to the effect that each of the Disputed Items has a Reasonable Basis, then the Company shall file such Tax Return as prepared by New Xxxxxx, and an amended Tax Return shall, if necessary, be filed to report such Disputed Item as determined pursuant to Section 5.04 of this Agreement. Notwithstanding the foregoing, if the Company disagrees with the treatment of any Tax Item as reported on a Tax Return described in this Section 2.02, and such Tax Item is a Tax Item the liability for which is allocated to the Company pursuant to Article III hereof (a "Safety Item"), such Safety Item shall be reported as directed by the Company, provided that the Company shall first provide New Xxxxxx with an opinion of counsel to the effect that there is a Reasonable Basis for the treatment of such Safety Item as directed by the Company. If New Xxxxxx and the Company have not agreed to the treatment of a Safety Item as of the due date of such Tax Return, the Tax Return shall be filed as prepared by New Xxxxxx, and an amended Tax Return shall, if necessary, be filed to report such Safety Item as determined pursuant to Section 5.04 of this Agreement.

PRE-DISTRIBUTION TAX RETURNS. All consolidated federal income Tax Returns which include a member of the Company Group and the New Xxxxxx Morton Group that are required to be filed for periods beginning perixxx xxginning before the Distribution Date ("Pre-Distribution Federal Periods") shall be prepared by New Xxxxxx Morton and provided to the Company at least twenty days prior to the due date for such Tax Return. If requested to do so by New XxxxxxMorton, the Company shall make consent dividend elections or any other elections provided for under the Code and, for a newly organized New Xxxxxx Morton Group member, including, without limitation, New XxxxxxXxx Xorton, to adopt any permissible accounting method with respect xxxx xespect to the Company's consolidated federal income in- come Tax Return for the Company's taxable year ending on the Distribution Date; provided, that the Company shall not be required re- quired to make any such election if the Company determines in good faith that such election would cause a material Tax Detriment Detri- ment or other material adverse effect to any member of the Company Com- pany Group. All state and local income and/or franchise Tax Returns Re- turns or other Tax Returns for state and local Taxes measured by income including, without limitation, the Michigan Single Business Tax, which include a member of the Company Group and/or the New Xxxxxx Morton Group that may be or are required to be filed for filex xxx periods beginning before the Distribution Date shall be prepared by New Xxxxxx Morton and provided to the Company at least twenty days prior to the due date for such Tax Return. Notwithstanding Not- withstanding the foregoing, if the corresponding return for the most recent period for which such a Tax Return was filed was filed by a member of the New Xxxxxx Morton Group, such New Xxxxxx Morton Group member shall file such fixx xxxh return. Unless otherwise agreed to by the Company and New XxxxxxMorton, all foreign Tax Returns and any other Tax Returns not described elsewhere in this Section 2.02 which include a member of the New Xxxxxx Morton Group that are required to be filed for periods peri- xxx beginning before the Distribution Date shall be prepared by New Xxxxxx Morton and provided to the Company at least twenty days prior xrior to the due date for such Tax Return. Such Tax Return shall be filed by the member of the Company Group or the New Xxxxxx Morton Group, as the case may be, who filed the corresponding Tax Return for the most recent period for which such a Tax Return Re- turn has been filed, or, if no such corresponding Tax Return has been filed, by the appropriate entity in accordance with local law or custom. Except as otherwise provided in this Section 2.02, the Company shall consent to and assume responsibility for the filing of each Tax Return described in this Section 2.02 as prepared by New XxxxxxMorton, which consent shall not be withheld unless the Company xxx Xxmpany delivers written notice to New Xxxxxx Morton that the Company disagrees with one or more Tax Items Xxx Xxems (each, a "Disputed Dis- puted Item") in such Tax Return at least ten days prior to the due date for such Tax Return. If, after receiving such notice and prior to such due date for such Tax Return, New Xxxxxx delivers Morton de- livers to the Company an opinion of nationally recognized tax natixxxxxx xxxxxxxxxx xxx counsel to the effect that each of the Disputed Items has a Reasonable Basis, then the Company shall file such Tax Return as prepared by New XxxxxxMorton, and an amended Tax Return shall, if necessarynecessaxx, be xx filed to report such Disputed Item as determined pursuant to Section 5.04 of this Agreement. Notwithstanding the foregoing, if the Company disagrees with the treatment of any Tax Item as reported on a Tax Return described in this Section Sec- tion 2.02, and such Tax Item is a Tax Item the liability for which is allocated to the Company pursuant to Article III hereof (a "Safety Item"), such Safety Item shall be reported as directed by the Company, provided that the Company shall first provide New Xxxxxx Morton with an opinion of counsel to the effect that there thax xxxxe is a Reasonable Basis for the treatment of such Safety Item as directed by the Company. If New Xxxxxx Morton and the Company have not agreed to the treatment of treatxxxx xf a Safety Item as of the due date of such Tax Return, the Tax Return shall be filed as prepared by New XxxxxxMorton, and an amended Tax Return shall, if necessarynecessaxx, be xx filed to report such Safety Item as determined pursuant to Section 5.04 of this Agreement.