Common use of Responsibility for Returns Clause in Contracts

Responsibility for Returns. (a) U.S. CONSOLIDATED TAX RETURNS. (i) ▇▇▇▇ shall have the sole and exclusive responsibility for the preparation and filing of the Consolidated Tax Returns of the affiliated group of which OEHI is the common parent; provided that, if SCL owns directly or indirectly fifty percent (50%) or more of the outstanding stock (by vote or value) of ▇▇▇▇, ▇▇▇▇ shall, at the request of SCL, submit such Tax Returns to SCL (no later than fifteen (15) business days prior to the due date for the filing of such Tax Returns (taking into account applicable extensions)) for SCL's review and approval, which approval shall not be unreasonably withheld. (ii) Notwithstanding paragraph (i), SCL shall be responsible for preparing the portions of the Consolidated Tax Returns (including making any related elections) that relate exclusively to SCL or any SCL Affiliate. SCL shall submit any portions of the Tax Returns referred to in the immediately preceding sentence to ▇▇▇▇ at least forty-five (45) business days (or such shorter period as agreed to by ▇▇▇▇) prior to the due date for the filing of such Tax Returns (taking into account applicable extensions) for ▇▇▇▇'▇ review and approval, which approval shall not be unreasonably withheld. SCL shall advise ▇▇▇▇, each time that it delivers the portion of a Consolidated Return for which it is responsible pursuant to this Section 2.1(a)(ii), that there is substantial authority (within the meaning of Section 1.6662-4(d) of the Treasury Regulations) with respect to United States federal, state and local Tax Returns for each of the positions set forth on such portion of the Tax Return. (iii) SCL shall have the right to request that ▇▇▇▇ timely file an amended Tax Return or claim for refund relating to the portion of any Consolidated Return which SCL is responsible for preparing under this Section 2.1(a). SCL shall be responsible for preparing the portion of such amended Tax Return or claim for refund relating to the portion of the Consolidated Return which SCL is responsible for preparing under Section 2.1(a)(ii) of this Agreement. SCL shall submit such portion of the amended Tax Return or claim for refund to ▇▇▇▇ no later than forty-five (45) business days prior to the requested date for filing for ▇▇▇▇'▇ review and approval, which approval shall not be unreasonably withheld.

Responsibility for Returns. (a) U.S. CONSOLIDATED TAX RETURNS. (i) ▇▇▇▇ shall have the sole and exclusive responsibility for the preparation and filing of the Consolidated Tax Returns of the affiliated group of which OEHI is the common parentparent (or any successor group); provided that, if SCL owns directly or indirectly fifty percent (50%) or more of the outstanding stock shares (by vote or value) of ▇▇▇▇, ▇▇▇▇ shall, at the request of SCL, submit such Tax Returns to SCL (no later than fifteen (15) business days prior to the due date for the filing of such Tax Returns (taking into account applicable extensions)) for SCL's review and approval, which approval shall not be unreasonably withheld. (ii) Notwithstanding paragraph (i), SCL shall be responsible for preparing the portions of the Consolidated Tax Returns (including making any related elections) that relate exclusively to SCL or any SCL Affiliate. SCL shall submit any portions of the Tax Returns referred to in the immediately preceding sentence to ▇▇▇▇ at least forty-five (45) business days (or such shorter period as agreed to by ▇▇▇▇) prior to the due date for the filing of such Tax Returns (taking into account applicable extensions) for ▇▇▇▇'▇ review and approval, which approval shall not be unreasonably withheld. SCL shall advise ▇▇▇▇, each time that it delivers the portion of a Consolidated Return for which it is responsible pursuant to this Section 2.1(a)(ii), that there is substantial authority (within the meaning of Section 1.6662-4(d) of the Treasury Regulations) with respect to United States federal, state and local Tax Returns for each of the positions set forth on such portion of the Tax Return. (iii) SCL shall have the right to request that ▇▇▇▇ timely file an amended Tax Return or claim for refund relating to the portion of any Consolidated Return which SCL is responsible for preparing under this Section 2.1(a). SCL shall be responsible for preparing the portion of such amended Tax Return or claim for refund relating to the portion of the Consolidated Return which SCL is responsible for preparing under Section 2.1(a)(ii) of this Agreement. SCL shall submit such portion of the amended Tax Return or claim for refund to ▇▇▇▇ no later than forty-five (45) business days prior to the requested date for filing for ▇▇▇▇'▇ review and approval, which approval shall not be unreasonably withheld.