Common use of Distributing Co Clause in Contracts

Distributing Co. s Responsibility. Distributing Co. shall prepare and file, or cause to be prepared and filed: (a) all Distributing Co. Federal Consolidated Tax Returns; (b) all Consolidated or Combined State Income Tax Returns; (c) all other Tax Returns for or that include only members of the Distributing Group; and (d) to the extent Distributing Co. so elects at any time, any Tax Returns (not described in clauses (a), (b) or (c)) with respect to Taxes for which any member of the Distributing Group may be or become liable directly or secondarily (including, without limitation, Transfer Taxes). Any Tax Returns prepared and filed by Distributing Co. under this Section 4.2 or under Section 4.3 shall be prepared exclusively by Distributing Co. in its sole discretion, and neither Controlled Co. nor any other member of the Controlled Group shall have any right to review or comment on the preparation of such Tax Returns or to consent or withhold consent to the filing of such Tax Returns (except as expressly provided in Section 4.5).