Common use of Amended Tax Returns Clause in Contracts

Amended Tax Returns. (a) Notwithstanding Sections 2.1 and 2.2, a Party or its Subsidiary that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Tax Group shall be permitted to prepare and file an amended Tax Return; provided, however, that (i) such amended Tax Return shall be prepared in a manner (x) consistent with the past practice of the Parties and their Affiliates unless otherwise modified by a Final Determination or required by applicable Law; and (y) consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) the IRS Ruling, the Tax Representation Letters, and the Tax Opinions; and (ii) if such amended Tax Return could result in one or more other Parties becoming responsible for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Article IX, such amended Tax Return shall be permitted only if the consent of such other Parties is obtained. The consent of such other Parties shall not be withheld unreasonably and shall be deemed to be obtained in the event that a Party or its Subsidiary is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IX.

Amended Tax Returns. (a) Notwithstanding Sections 2.1 and 2.2Section 2.1, a any CRG Party or its Subsidiary Fiesta Party that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Tax Group shall be permitted to prepare and file an such amended Tax ReturnReturn at its own cost and expense; provided, however, that (i) such amended Tax Return shall be prepared in a manner (xi) consistent with the past practice of the Parties (and their Affiliates Subsidiaries) unless otherwise modified by a Final Determination or required by applicable Law; and (yii) consistent with (and the Parties and their Affiliates Subsidiaries shall not take any position inconsistent with) the IRS Ruling, the Tax Representation LettersLetter, and the Tax Opinions; and (ii) . Notwithstanding anything to contrary contained herein, if such amended Tax Return could reasonably result in one or more the other Parties Party becoming responsible for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Article IXSection 9.3, then such amended Tax Return shall be permitted only if the consent of such other Parties Party is obtained. The consent of such other Parties shall not be withheld unreasonably and shall be deemed to be obtained in In the event that a Party (or its Subsidiary Subsidiary) is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IX, the consent of the other Party shall be deemed to have been obtained.

Amended Tax Returns. (a) Notwithstanding Sections 2.1 and 2.2Section 2.1, a any Fortune Brands Party or its Subsidiary H&S Party that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Tax Group shall be permitted to prepare and file an such amended Tax ReturnReturn at its own cost and expense; provided, however, that (i) such amended Tax Return shall be prepared in a manner (xi) consistent with the past practice of the Parties (and their Affiliates Subsidiaries) unless otherwise modified by a Final Determination or required by applicable Law; and (yii) consistent with (and the Parties and their Affiliates Subsidiaries shall not take any position inconsistent with) the IRS Ruling, the Tax Representation LettersLetter, and the Tax Opinions; and (ii) Opinion. Notwithstanding anything to contrary contained herein, if such amended Tax Return could reasonably result in one or more the other Parties Party becoming responsible for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Article IXSection 9.3, then such amended Tax Return shall be permitted only if the consent of such other Parties Party is obtained. The consent of such other Parties Party shall not be unreasonably withheld unreasonably and shall be deemed to be obtained in the event that a Party (or its Subsidiary Subsidiary) is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IX.

Amended Tax Returns. (a) Notwithstanding Sections 2.1 3.1 and 2.23.2, a Party or its Subsidiary that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Tax Group shall be permitted to prepare and file an amended Tax ReturnReturn at its own cost and expense; provided, however, that (i) such amended Tax Return shall be prepared in a manner (x) consistent with the past practice of the Parties and their Affiliates unless otherwise modified by a Final Determination or required by applicable Law; and (y) consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) the IRS Ruling, the Tax Representation Letters, and the Tax Opinions; and (ii) if such amended Tax Return could result in one or more other Parties becoming responsible for a payment of Taxes pursuant to Article III II or a payment to a Party pursuant to Article IXVIII, such amended Tax Return shall be permitted only if the consent of such other Parties is obtained. The consent of such other Parties shall not be withheld unreasonably and shall be deemed to be obtained in the event that a Party or its Subsidiary is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IXadjustment.