Common use of Separate Returns Clause in Contracts

Separate Returns. In the case of any Tax Contest with respect to any Separate Return, the Party having the liability for the Tax pursuant to Article II hereof shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest.

Appears in 14 contracts

Samples: Tax Matters Agreement (Nextracker Inc.), Tax Matters Agreement (Versum Materials, LLC), Tax Matters Agreement (Veralto Corp)

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Separate Returns. (a) In the case of any Tax Contest with respect to any Separate ReturnReturn other than a Separate Return in respect of a Straddle Period, the Party having the liability for the Tax pursuant to Article II hereof shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, settle or agree to any deficiency, claim, claim or adjustment proposed, asserted, asserted or assessed in connection with or as a result of such Tax Contest.

Appears in 9 contracts

Samples: Tax Matters Agreement (GE Healthcare Holding LLC), Tax Matters Agreement (Kyndryl Holdings, LLC), Tax Matters Agreement (Kyndryl Holdings, Inc.)

Separate Returns. In the case of any Tax Contest with respect to any Separate Return, the Party having the liability for the Tax pursuant to Article II hereof shall have exclusive control over the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate authority with agents of the applicable Taxing Authority and to control, resolve, settle, or agree respect to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result settlement of such Tax Contestliability, subject to Section 9.2(b)(i) and (ii) below.

Appears in 6 contracts

Samples: Tax Matters Agreement (2seventy Bio, Inc.), Tax Matters Agreement (Mural Oncology PLC), Tax Matters Agreement (2seventy Bio, Inc.)

Separate Returns. In the case of any Tax Contest with respect to any Separate Return, the Party having the liability for the Tax pursuant to Article II hereof shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest.

Appears in 5 contracts

Samples: Tax Matters Agreement (Embecta Corp.), Tax Matters Agreement (Crane NXT, Co.), Tax Matters Agreement (Crane Co)

Separate Returns. In the case of any Tax Contest with respect to any Separate Return, the Party having the liability for the Tax pursuant to Article II hereof shall have exclusive control over the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate authority with agents of the applicable Taxing Authority and to control, resolve, settle, or agree respect to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result settlement of such Tax Contestliability, subject to Section 9.2(b)(i) and ((ii)) below.

Appears in 4 contracts

Samples: Tax Matters Agreement (Cyclerion Therapeutics, Inc.), Tax Matters Agreement (Cyclerion Therapeutics, Inc.), Tax Matters Agreement (Cyclerion Therapeutics, Inc.)

Separate Returns. In the case of any Tax Contest with respect to any Separate Return, the Party having the liability for the Tax pursuant to Article II Section 2 hereof shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest.

Appears in 3 contracts

Samples: Tax Matters Agreement (Envista Holdings Corp), Tax Matters Agreement (Fortive Corp), Tax Matters Agreement (Envista Holdings Corp)

Separate Returns. In (a) Except as otherwise provided in this Article VI, in the case of any Tax Contest with respect to any Separate Return, the Party having the liability for the Tax pursuant to Article ARTICLE II hereof shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest.

Appears in 3 contracts

Samples: Tax Matters Agreement (Fortrea Holdings Inc.), Tax Matters Agreement (Fortrea Holdings Inc.), Tax Matters Agreement (Fortrea Holdings Inc.)

Separate Returns. In the case of any Tax Contest with respect to any Separate Return, the Party having the liability for the Tax pursuant to Article II Section 2 hereof shall have exclusive control over the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate authority with agents of the applicable Taxing Authority and to control, resolve, settle, or agree respect to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result settlement of such Tax Contestliability, subject to Section 9.02(c) and Section 9.02(d) below.

Appears in 3 contracts

Samples: Tax Matters Agreement (Elanco Animal Health Inc), Tax Matters Agreement (Elanco Animal Health Inc), Tax Matters Agreement (Elanco Animal Health Inc)

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Separate Returns. In the case of any Tax Contest with respect to any Separate Return, the Party having the liability for the Tax pursuant to Article II hereof shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, claim or adjustment proposed, asserted, asserted or assessed in connection with or as a result of such Tax Contest.

Appears in 2 contracts

Samples: Tax Matters Agreement (Vontier Corp), Tax Matters Agreement (Vontier Corp)

Separate Returns. In Subject to Section 6.3, in the case of any Tax Contest with respect to any Separate Return, the Party having the liability for the Tax pursuant to Article II hereof shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest.

Appears in 2 contracts

Samples: Tax Matters Agreement (Atmus Filtration Technologies Inc.), Tax Matters Agreement (Atmus Filtration Technologies Inc.)

Separate Returns. (a) In the case of any Tax Contest with respect to any Separate ReturnReturn other than a Separate Return in respect of a Straddle Period, the Party having the liability for the Tax pursuant to Article II hereof shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, settle or agree to any deficiency, claim, claim or adjustment proposed, asserted, asserted or assessed in connection with or as a result of such Tax Contest.

Appears in 2 contracts

Samples: Tax Matters Agreement (Phinia Inc.), Tax Matters Agreement (Phinia Inc.)

Separate Returns. In the case of any Tax Contest with respect to any Separate Return, the Party having the liability for the Tax pursuant to Article II hereof shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, settle or agree to any deficiency, claim, claim or adjustment proposed, asserted, asserted or assessed in connection with or as a result of such Tax Contest.

Appears in 1 contract

Samples: Tax Matters Agreement (Vontier Corp)

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