SpinCo Prepared Returns Clause Samples

SpinCo Prepared Returns. SpinCo shall prepare and file, or cause to be prepared and filed, all SpinCo Separate Tax Returns. SpinCo shall submit to SPGI a copy of each Pre-Distribution SpinCo Separate Tax Return no later than thirty (30) days prior to the date such Tax Return is required to be filed, and SpinCo shall reflect any reasonable comments on such Tax Returns with respect to a Pre-Distribution Period provided by SPGI no later than ten (10) days prior to the date such Tax Return is required to be filed. SpinCo shall not file or cause to be filed any Pre-Distribution SpinCo Separate Tax Returns without the consent of SPGI, which consent shall not be unreasonably withheld or delayed, provided, however, that, for the avoidance of doubt, if SPGI fails to provide any comments within the time period prescribed above, then SpinCo shall not be precluded from timely filing any such Tax Return by the date it is required to be filed; provided further, that SpinCo shall amend any Tax Return so filed to reflect any resolution of issues on such Tax Return pursuant to the procedure set forth in this Section 4(b), to the extent applicable. The Parties shall work together to resolve any issues arising out of the review of such Tax Returns pursuant to ‎Section 23.