Common use of Return Filing Clause in Contracts

Return Filing. (i) MS shall prepare and file, or cause to be prepared and filed, Consolidated Federal Returns for which the Consolidated Group is required or permitted to file a Consolidated Federal Return using, inter alia, information provided by MSCI. MSCI shall provide MS with all necessary information to file a Consolidated Federal Return not later than 45 days after MS’s fiscal year-end and shall respond promptly to all information requests, but in no event more than two business days following a request. Each member of the Consolidated Group shall execute and file such consents, elections and other documents as may be required or appropriate for the filing of such Consolidated Federal Returns. All Tax elections shall be at the sole discretion of MS provided, however, that MSCI shall be entitled to direct MS to make any and all Tax elections that exclusively affect the MSCI Group, subject to MS’s consent. All income tax computations performed on a consolidated basis will be performed or approved by MS. MS shall not change any method of accounting that relates exclusively to the MSCI Group for any Tax purpose if such change adversely affects the MSCI Group unless such change is required by law. MS shall notify and discuss with MSCI prior to the filing of a Consolidated Federal Return any potential material differences in the information provided by MSCI to be used in the preparation of such Consolidated Federal Return and the position MS intends to take on such Consolidated Federal Return. (ii) MS shall pay, or cause to be paid, and, subject to the provisions of Section 3(b), shall be responsible for, any and all federal income taxes due or required to be paid with respect to, or required to be reported on, any such Consolidated Federal Return. (iii) In the event a Consolidated Federal Return is not filed, each relevant member of the MS Group and MSCI Group shall be responsible for (i) filing its own Pre-Deconsolidation Period Return in respect of federal income taxes as a separate entity, including requests for extension, as if this Agreement were not in effect and (ii) making Tax payments (including estimated Tax payments, if necessary). Each such member filing a Return as a separate entity shall be entitled to any Tax Benefit and shall be liable for any Tax burden resulting from the filing of such separate Return.

Return Filing. (i) MS shall prepare and file, or cause to be prepared and filed, Consolidated Federal State Returns for which the a Consolidated Group is required or permitted to file a Consolidated Federal State Return using, inter alia, information provided by MSCI. MSCI shall provide MS with all necessary information to file a Consolidated Federal State Return not later than 45 days after MS’s fiscal year-end and shall respond promptly to all information requests, but in no event more than two business days following a request. Each member of the Consolidated Group shall execute and file such consents, elections and other documents as may be required or appropriate for the filing of such Consolidated Federal State Returns. All Tax elections shall be made at the sole discretion of MS provided, however, that MSCI shall be entitled to direct MS to make any and all Tax elections that exclusively affect the MSCI Group, subject to MS’s consent. All income tax Tax computations performed on a combined, consolidated or unitary basis will be performed or approved by MS. MS shall not change any method of accounting that relates exclusively to the MSCI Group for any Tax purpose if such change adversely affects the MSCI Group unless such change is required by law. MS shall notify and discuss with MSCI prior to the filing of a Consolidated Federal State Return any potential material differences in the information provided by MSCI to be used in the preparation of such Consolidated Federal State Return and the position MS intends to take on such Consolidated Federal State Return. (ii) MS shall pay, or cause to be paid, and, subject to the provisions of Section 3(b4(b), shall be responsible for, any and all federal income taxes due or required to be paid with respect to, or required to be reported on, any such Consolidated Federal State Return. (iii) In the event a Consolidated Federal State Return is not filed, each relevant member of the MS Group and MSCI Group shall be responsible for (iA) filing its own Pre-Deconsolidation Period Return in respect of federal income taxes as a separate entity, or its own Return in respect of state and local income Taxes relating to a group consisting solely of members of the MS Group or members of the MSCI Group, as the case may be, on behalf of the separate group, in each case including requests for extension, as if this Agreement were not in effect and (iiB) making Tax payments (including estimated Tax payments, if necessary). Each such member filing a Return as a separate entity shall be entitled to any Tax Benefit and shall be liable for any Tax burden resulting from the filing of such separate Return.

Return Filing. (i) MS Distributing shall prepare and file, or cause to be prepared and filed, Consolidated Federal State Returns for which the a Consolidated Group is required or permitted to file a Consolidated Federal State Return using, inter alia, information previously provided by MSCIControlled. MSCI Controlled shall provide MS Distributing with all necessary information to file a Consolidated Federal State Return not later than 45 21 days after MS’s fiscal year-end and shall respond promptly to all information requests, but in no event more than two business days following a requestbefore such return is due. Each member of the Consolidated Group shall execute and file such consents, elections and other documents as may be required or appropriate for the filing of such Consolidated Federal State Returns. All Tax elections shall be made at the sole discretion of MS provided, however, that MSCI shall be entitled to direct MS to make any and all Tax elections that exclusively affect the MSCI Group, subject to MS’s consentDistributing. All income tax Tax computations performed on a combined, consolidated or unitary basis will be performed or approved by MSDistributing. MS shall not change any method of accounting that relates exclusively to To the MSCI Group for any Tax purpose if such change adversely affects the MSCI Group unless such change is required by law. MS extent reasonably practicable, Distributing shall notify and discuss with MSCI Controlled prior to the filing of a Consolidated Federal State Return any potential material differences in the information provided by MSCI Controlled to be used in the preparation of such Consolidated Federal State Return and the position MS Distributing intends to take on such Consolidated Federal Return. Not later than 15 days after filing a Consolidated State Return, Distributing shall inform Controlled in writing of any position taken on such Consolidated State Return that is materially different from the information provided by Controlled to be used in the preparation of such Consolidated State Return. (ii) MS Distributing shall pay, or cause to be paid, and, subject to the provisions of Section 3(b4(b), shall be responsible for, any and all federal income taxes due or required to be paid with respect to, or required to be reported on, any such Consolidated Federal State Return. (iii) In the event a Consolidated Federal State Return is not filed, each relevant member of the MS Distributing Group and MSCI Controlled Group shall be responsible for (iA) filing its own Pre-Deconsolidation Period Return in respect of federal income taxes as a separate entity, or its own Return in respect of state and local income Taxes relating to a group consisting solely of members of the Distributing Group or members of the Controlled Group, as the case may be, on behalf of the separate group, in each case including requests for extension, as if this Agreement were not in effect and (iiB) making Tax payments (including estimated Tax payments, if necessary). Each such member filing a Return as a separate entity shall be entitled to any Tax Benefit benefit and shall be liable for any Tax burden resulting from the filing of such separate Return.