Consolidated Returns. Notwithstanding any other provision of this Agreement, (a) Parent and its Affiliates will be entitled to control in all respects, and neither Purchaser nor any of its Affiliates will be entitled to participate in, any Tax Proceeding with respect to any U.S. federal, state, local or non-U.S. jurisdictional consolidated, combined or unitary Tax Return that includes Parent or any Affiliate of Parent, other than any Tax Return that includes solely one or more Purchased Companies, and (b) neither Parent nor any of its Affiliates will be required to provide any Person with any consolidated, combined or unitary Tax Return or copy thereof that includes Parent or any of its Affiliates (other than the Purchased Companies); provided, however, that to the extent that such Tax Returns would be required to be delivered but for this Section 10.5, the Person that would be required to deliver such Tax Returns will instead deliver portions or excerpts thereof (or pro forma Tax Returns) relating solely to the Purchased Companies.
Appears in 3 contracts
Sources: Stock and Asset Purchase Agreement, Stock and Asset Purchase Agreement (Stanley Black & Decker, Inc.), Stock and Asset Purchase Agreement (Newell Brands Inc)