Common use of Special Rules Relating to the Preparation of Tax Returns Clause in Contracts

Special Rules Relating to the Preparation of Tax Returns. (a) Except as otherwise provided in this Agreement, in the case of any Tax Return for or that includes a Pre-Distribution Period, the Filing Party pursuant to this Article III shall prepare (or shall cause the appropriate member of it Group to prepare) such Tax Return in accordance with past practices, accounting methods, elections or conventions (“Past Practices”) used by the SnackCo Pre-Distribution Group with respect to the Tax Return in question, and, to the extent any items are not covered by Past Practices, in accordance with reasonable Tax accounting practices. Notwithstanding the foregoing, for any Tax Return described in the preceding sentence, the Filing Party (or the appropriate member of its Group) shall not be required to follow Past Practices if (i) the Non-Filing Party consents in writing to the proposed method of reporting (not to be unreasonably withheld), (ii) the Filing Party (or the appropriate member of its Group) receives a “should” level opinion from a nationally recognized law firm that the proposed method of reporting is correct or (iii) there is no substantial authority for the use of such Past Practices. In addition, unless otherwise required by applicable law, in the preparation and filing of any Tax Return for or that includes a Pre-Distribution Period, the Filing Party shall not take (or shall cause the appropriate member of its Group not to take) any position (or make any election) that is inconsistent with any position taken or election made by SnackCo in connection with the preparation and filing of any consolidated U.S. Federal Income Tax Return that includes any Pre-Distribution Period. Notwithstanding the foregoing, with respect to the preparation of any such Tax Return, the Filing Party shall not discriminate (or shall cause the appropriate member of its Group not to discriminate) against any member of the Non-Filing Party’s Group.

Special Rules Relating to the Preparation of Tax Returns. (a) Except as otherwise provided in this Agreement, in the case of any Tax Return for or that includes a Pre-Distribution Period, the Filing Party pursuant to this Article III shall prepare (or shall cause the appropriate member of it Group to prepare) such Tax Return in accordance with past practices, accounting methods, elections or conventions (“Past Practices”) used by the SnackCo Pre-Distribution Group with respect to the Tax Return in question, and, to the extent any items are not covered by Past Practices, in accordance with reasonable Tax accounting practices. Notwithstanding the foregoing, for any Tax Return described in the preceding sentence, the Filing Party (or the appropriate member of its Group) shall not be required to follow Past Practices if (i) the Non-Filing Party consents in writing to the proposed method of reporting (not to be unreasonably withheld), (ii) the Filing Party (or the appropriate member of its Group) receives a “should” level opinion from a nationally recognized law firm that the proposed method of reporting is correct correct, or (iii) there is no substantial authority for the use of such Past Practices. In addition, unless otherwise required by applicable law, in the preparation and filing of any Tax Return for or that includes a Pre-Distribution Period, the Filing Party shall not take (or shall cause the appropriate member of its Group not to take) any position (or make any election) that is inconsistent with any position taken or election made by SnackCo in connection with the preparation and filing of any consolidated U.S. Federal Income Tax Return that includes any Pre-Distribution Period. Notwithstanding the foregoing, with respect to the preparation of any such Tax Return, the Filing Party shall not discriminate (or shall cause the appropriate member of its Group not to discriminate) against any member of the Non-Filing Party’s Group.