Common use of Tax Returns; Cooperation Clause in Contracts

Tax Returns; Cooperation. (a) LICT shall prepare and file any Tax Return required to be filed with (1) the Internal Revenue Service with respect to the determination of the Federal Income Tax Liability of the LICT Consolidated Group, and (2) the appropriate Tax Authorities with respect to the determination of the Combined State Tax Liability of the LICT Consolidated Group. With respect to such return preparation, LICT shall not discriminate among any members of the LICT Consolidated Group. LICT shall have the right with respect to any such consolidated Federal Income Tax Returns or Combined State Tax Returns that it has filed or will file to determine (i) the manner in which such returns, documents or statements shall be prepared and filed, including, without limitation, the manner in which any item of income, gain, loss, deduction or credit shall be reported; (ii) whether any extensions should be requested; and (iii) the elections that will be made by any member of the LICT Consolidated Group. Each of the SPINCO Companies hereby irrevocably appoints LICT as its agent and attorney-in-fact to take any action (including the execution of documents) LICT may deem necessary or appropriate to implement this Section 2.4. (b) With respect to any other Tax Return, the Party that bears indemnification responsibility under this Article II shall be responsible for the preparation and filing of such Tax Return; provided, however, that in the preparation and filing of such Tax Return, such Party shall not take any position (or make any election) that is inconsistent with any position or election made by LICT in connection with the preparation and filing of any Tax Return required to be filed by LICT pursuant to Section 2.4(a) above. (c) Each of LICT and SPINCO will, and will cause their respective personnel to, cooperate fully with each other of them in connection with the preparation and review of Tax Returns and in connection with any examinations of any Tax Returns by any Tax Authority.

Tax Returns; Cooperation. (a) LICT Parent shall prepare and file any Tax Return required to be filed with (1) the Internal Revenue Service with respect to the determination of the Federal Income Tax Liability of the LICT Parent Consolidated Group, and (2) the appropriate Tax Authorities with respect to the determination of the Combined State Tax Liability of the LICT Parent Consolidated Group. With respect to such return preparation, LICT Parent shall not discriminate among any members of the LICT Parent Consolidated Group. LICT Parent shall have the right with respect to any such consolidated Federal Income Tax Returns or Combined State Tax Returns that it has filed or will file to determine (i) the manner in which such returns, documents or statements shall be prepared and filed, including, without limitation, the manner in which any item of income, gain, loss, deduction or credit shall be reported; (ii) whether any extensions should be requested; and (iii) the elections that will be made by any member of the LICT Parent Consolidated Group. Each of the SPINCO Subsidiary Companies hereby irrevocably appoints LICT Parent as its agent and attorney-in-fact to take any action (including the execution of documents) LICT Parent may deem necessary or appropriate to implement this Section 2.4. (b) With respect to any other Tax Return, the Party that bears indemnification responsibility under this Article II shall be responsible for the preparation and filing of such Tax Return; provided, however, that in the preparation and filing of such Tax Return, such Party shall not take any position (or make any election) that is inconsistent with any position or election made by LICT Parent in connection with the preparation and filing of any Tax Return required to be filed by LICT Parent pursuant to Section 2.4(a) above. (c) Each of LICT Parent and SPINCO Subsidiary will, and will cause their respective personnel to, cooperate fully with each other of them in connection with the preparation and review of Tax Returns and in connection with any examinations of any Tax Returns by any Tax Authority.