Splitco Tax Returns Sample Clauses
Splitco Tax Returns. With respect to any Separate Return for which Splitco is responsible pursuant to Section 3.2(b):
(i) Splitco may not take (and shall cause the members of the Splitco Group not to take) any positions that it knows, or reasonably should know, are inconsistent with the methods, conventions, practices, principles, positions, or elections used by Distributing in preparing any Combined Return, except to the extent that (x) the failure to take such position would be contrary to applicable Tax Law or (y) taking such position would not reasonably be expected to adversely affect any member of the Distributing Group. Splitco and the other members of the Splitco Group shall (x) allocate Tax Items between such Separate Return for which Splitco is responsible and any related Combined Return for which Distributing is responsible that is filed with respect to the same Tax Period in a manner that is consistent with the reporting of such Tax Items on such related Combined Return and (y) make any applicable elections required under applicable Tax Law (including, without limitation, under Treasury Regulations Section 1.1502-76(b)(2)) necessary to effect such allocation.
Splitco Tax Returns. With respect to any Separate Return for which Splitco is responsible pursuant to Section 3.2(b):
(i) Splitco may not take (and shall cause the members of the Splitco Group not to take) any positions that it knows, or reasonably should know, would adversely affect any member of the Distributing Group, except to the extent that the failure to take such position would be contrary to applicable Tax Law; and Splitco and the other members of the Splitco Group must (x) allocate Tax Items between such Separate Return for which Splitco is responsible and any related Combined Return for which Distributing is responsible that is filed with respect to the same Tax Year in a manner that is consistent with the reporting of such Tax Items on such related Combined Return and (y) make any applicable elections required under applicable Tax Law (including, without limitation, under Treasury Regulations Section 1.1502-76(b)(2)), necessary to effect such allocation.
Splitco Tax Returns. (i) With respect to any Separate Return for which Splitco is responsible pursuant to Section 3.02(b), Splitco and the other members of the Splitco Group must (x) allocate Tax Items between any Separate Return for which Splitco is responsible and any related Combined Return that is filed with respect to the same Tax Year in a manner that is consistent with the reporting of such Tax Items on such related Combined Return and (y) make any applicable elections required under applicable Tax Law, necessary to effect such allocation.
(ii) Splitco shall provide to Distributing a copy of a substantially completed draft of any Separate Return for which Splitco is responsible pursuant to Section 3.02(b) at least twenty business days prior to its due date (taking into account any extensions validly obtained), or in the case of a Separate Return with a due date (taking into account any extensions validly obtained) within twenty business days following the Distribution Date, as soon as is reasonably practicable before such due date. Distributing shall thereafter have the right to review and consent to such Separate Return, including Splitco’s compliance with Section 3.04(b); provided that Distributing shall not withhold its consent to the extent that the filing of the Separate Return will not result in any incremental Tax cost or other adverse Tax impact to the Distributing Group. Splitco shall provide to Distributing any information relating to any such Separate Return that is reasonably necessary for Distributing to be able to provide such consent pursuant to this Section 3.04(d)(ii).
Splitco Tax Returns. With respect to any Separate Return for which Splitco is responsible pursuant to Section 3.2(b), Splitco and the other members of the Splitco Group must allocate Tax Items between such Separate Return for which Splitco is responsible pursuant to Section 3.2(b) and any related Combined Return for which Distributing is responsible pursuant to Section 3.1 that are filed with respect to the same Tax Year in a manner that is consistent with the reporting of such Tax Items on the related Combined Return for which Distributing is responsible pursuant to Section 3.1.