Common use of Tax Allocation Agreement Clause in Contracts

Tax Allocation Agreement. a. Parent shall provide to the Company a list of the entities that will be included in the consolidated United States federal income tax return to be filed by Parent for the current taxable period. Parent shall notify the Company of any changes to such list for the current taxable period and for any subsequent taxable period in which the Company is an "includible corporation" (within the meaning of Section 1504 of the Code) with respect to Parent. To the extent that the Company's Tax items are consolidated with the Tax items of any other entities on any Tax Return for any taxable period, the Company shall prepare pro forma Separate Company Tax Returns with respect to such taxable period, shall provide copies of such Returns to Parent and each Member prior to the date that is 30 days prior to the date of filing of the consolidated returns that will include the items reported on the Separate Company Tax Returns, and shall pay to the Parent an amount equal to the Taxes that would be payable by the Company and its subsidiaries if the Company and its subsidiaries filed Separate Company Tax Returns for such taxable period. The amount payable for any taxable period shall take into account any estimated tax or withholding tax previously paid by the Company or its subsidiaries with respect to such taxable period and the carryforward (determined on a Separate Company Tax Return basis) of any deductions, credits or other Tax items of the Company or its subsidiaries from preceding taxable periods. Such payments shall be made to the Parent on or prior to the date such payments (including estimated tax payments) would have been due to the Internal Revenue Service (or such other relevant Tax authority) if the Company and its subsidiaries were required to file Separate Company Tax Returns with such Tax authority. In the event that Parent or any Member disagrees with the amount of Taxes shown on any pro forma Separate Company Tax Return provided to it by the Company, such party shall notify the Company of such dispute within 10 days of its receipt of such return. In the event of such a dispute, Parent, the Company and the Members agree to consult and to attempt in good faith to resolve such dispute. If any such dispute is not resolved at least 10 days prior to the due date for filing the consolidated return, the party initiating such dispute shall be entitled to have such Separate Company Tax Return and the computation of Taxes shown thereon reviewed by the Company's outside accounting firm (currently PricewaterhouseCoopers LLP), and the determination of such outside accounting firm with respect to such Separate Company Tax Return and the Taxes shown thereon shall be binding upon all parties. The fees of such outside accounting firm for the conduct of such review shall be borne by the Parent and by the Member(s) that gave notice of dispute (or, in the case of notice by the Parent and not by any other Member, by the Parent and the Company) in the same proportion as the proportion of the dollar amounts as to which each party did not prevail in such dispute.